Common use of Confidentiality and Restrictions Clause in Contracts

Confidentiality and Restrictions. (a) Executive hereby recognizes that the value of the Confidential Information, as defined below, of the Company and the Confidential Information to be disclosed to Executive by the Company and its affiliates in the course of Executive’s employment with the Company is attributable substantially to the fact that such Confidential Information has been and continues to be maintained by the Company, its affiliates, and their respective licensors, suppliers, contractors, customers, and prospects in the strictest confidentiality and secrecy and is unavailable to others without the expenditure of substantial time, effort or money. Executive, therefore, covenants and agrees to keep strictly secret and confidential the Confidential Information in accordance with the following provisions of this Section 7(a). Executive covenants and agrees that, during the term of this Employment Agreement, and at all times thereafter, Executive shall safeguard the Confidential Information, and Executive shall not, directly or indirectly, use or disclose any such Confidential Information except as required in the course of Executive’s employment with the Company. In implementation of the foregoing, Executive shall not disclose any of the Confidential Information to any employee or consultant except to the extent that such disclosure is necessary for the effective performance of such employee’s or consultant’s responsibilities to the Company. The obligations undertaken by Executive pursuant to this Section 7(a) shall not apply to any Confidential Information which hereafter shall become published or otherwise generally available to the public, except in consequence of a willful act or omission by Executive in contravention of the obligations hereinabove set forth in this Section 7(a), and such obligations shall, as so limited, survive expiration or termination of this Employment Agreement. As used in this Section 7, “Confidential Information” means all information not in the public domain relating to the business of the Company, its affiliates, and their respective customers, prospects, licensors, suppliers and contractors, and the designs, products and programs developed and/or commercialized by any of the foregoing, including, without limitation, information relating to inventions, ideas, designs, discoveries, know-how, methods, research, engineering, data, databases, operations, techniques, software, software codes, customer lists, prospect lists and other trade secrets.

Confidentiality and Restrictions. (a) Executive hereby recognizes that By executing this Agreement, Parent and Merger Sub agree to be bound by the value terms and conditions of the Confidential InformationConfidentiality Agreement as if they were parties thereto. With respect to the information disclosed pursuant to Section 6.3(a) or Section 6.7 the Parties shall comply with, as defined belowand shall cause their respective Representatives to comply with, all of their respective obligations under the Confidentiality Agreement or any similar agreement entered into between the Company and the Confidential Information any Person to be disclosed to Executive by the Company and its affiliates in the course of Executive’s employment with the Company is attributable substantially to the fact that such Confidential Information has been and continues to be maintained by whom the Company, its affiliates, and their respective licensors, suppliers, contractors, customers, and prospects in the strictest confidentiality and secrecy and is unavailable to others without the expenditure of substantial time, effort any Company Subsidiary or money. Executive, therefore, covenants and agrees to keep strictly secret and confidential the Confidential Information in accordance with the following provisions of this Section 7(a). Executive covenants and agrees that, during the term of this Employment Agreement, and at all times thereafter, Executive shall safeguard the Confidential Information, and Executive shall not, directly or indirectly, use or disclose any such Confidential Information except as required in the course of Executive’s employment with the Company. In implementation of the foregoing, Executive shall not disclose any of the Confidential Information to any employee or consultant except to the extent that such disclosure is necessary for the effective performance of such employee’s or consultant’s responsibilities to the Company. The obligations undertaken by Executive Company Representative provides information pursuant to this Section 7(a6.3. For purposes of the Confidentiality Agreement, the execution of this Agreement by the Company shall constitute written consent by the Company to allow Parent, Merger Sub and the Parent Representatives to (i) take all actions permitted or contemplated by this Agreement (including Section 6.4(d)(iii) and Section 6.6 hereof) and (ii) contact Third Parties as potential sources of equity financing for the transactions contemplated hereby so long as such Persons agree to be bound by the terms and conditions of the Confidentiality Agreement. The Company agrees that the Confidentiality Agreement is hereby amended to permit (A) the inclusion of all existing or prospective financial advisors, partner sponsors and other sources of debt and equity financing in the term "Representatives" as such term is defined therein, and (B) following the filing of the definitive Proxy Statement with the SEC, Parent, Merger Sub and their Affiliates to purchase, from time to time, shares of Company Common Stock; provided, that in no event shall not apply to Parent, Merger Sub or their Affiliates (x) beneficially own more than five percent (5%) in the aggregate of the outstanding Company Common Stock, (y) form, join or in any Confidential Information which hereafter shall become published or otherwise generally available way participate in a "group" (as defined in Section 13(d) of the Exchange Act) with any Third Party with respect to the publicCompany Common Stock, except in consequence or (z) purchase or own any securities or contract rights, the terms or value of a willful act or omission by Executive in contravention which are dependent upon securities of the obligations hereinabove set forth Company; provided, further, that nothing in this Section 7(a)6.3(b) shall in any way affect the obligations of Parent, Merger Sub or their Affiliates pursuant to any other standstill provisions contained in Paragraph 10 of the Confidentiality Agreement. To the extent Parent, Merger Sub or any of their Affiliates purchase any Company Common Stock pursuant to clause (B) of the immediately preceding sentence, each of Parent and Merger Sub shall, and shall cause each of such obligations shallAffiliates to, as so limitedbe present for the purposes of a quorum and to vote (or consent with respect to) or cause to be voted (or a consent to be given with respect to) any such securities beneficially owned by it in favor of the adoption of this Agreement or, survive expiration or following the termination of this Employment Agreement. As used Agreement in this accordance with Section 78.1(c)(iii), “Confidential Information” means all information not in the public domain relating to the business any Superior Proposal at any meeting of stockholders of the CompanyCompany at which this Agreement or, its affiliatesfollowing the termination of this Agreement in accordance with Section 8.1(c)(iii), a Superior Proposal, as applicable, shall be submitted for adoption and their respective customersat all adjournments or postponements thereof (or, prospectsif applicable, licensors, suppliers and contractors, and the designs, products and programs developed and/or commercialized by any action of stockholders of the foregoing, including, without limitation, information relating to inventions, ideas, designs, discoveries, know-how, methods, research, engineering, data, databases, operations, techniques, software, software codes, customer lists, prospect lists Company by consent in lieu of a meeting). The Confidentiality Agreement shall continue in full force and other trade secretseffect in accordance with its terms until the earlier of the Effective Time or the expiration of the Confidentiality Agreement in accordance with its terms.

Confidentiality and Restrictions. (a) Executive You hereby recognizes recognize that the value of the Confidential Information, as defined below, of the Company and its affiliates, and the Confidential Information to be disclosed to Executive you by the Company and its affiliates in the course of Executive’s your employment with the Company is attributable substantially to the fact that such Confidential Information has been and continues to be maintained by the Company, its affiliates, each Subsidiary and their respective affiliates and their respective licensors, suppliers, contractors, customers, contractors and prospects customers in the strictest confidentiality and secrecy and is unavailable to others without the expenditure of substantial time, effort or money. ExecutiveYou, therefore, covenants covenant and agrees agree to keep strictly secret and confidential the Confidential Information in accordance with the following provisions of this Section 7(a6(a). Executive covenants You covenant and agrees agree that, during while you are serving as President and Chief Executive officer of the term of this Employment AgreementCompany and its Subsidiaries, and at all times thereafter, Executive you shall safeguard the Confidential Information, and Executive you shall not, directly or indirectly, use or disclose any such Confidential Information except as required in the course of Executive’s your employment with the Company. In implementation of the foregoing, Executive you shall not disclose any of the Confidential Information to any employee or consultant except to the extent that such disclosure is necessary for the effective performance of such employee’s or consultant’s responsibilities to the Company. The obligations undertaken by Executive you pursuant to this Section 7(a6(a) shall not apply to any Confidential Information which hereafter shall become published or otherwise generally available to the public, except in consequence of a willful an act or omission by Executive you in contravention of the obligations hereinabove set forth in this Section 7(a6(a), and such obligations shall, as so limited, survive expiration or termination of this Employment Agreement. As used in this Section 76, “Confidential Information” means all information not in the public domain relating to the business of the Company, its any Subsidiary, their respective affiliates, and their respective customers, prospects, licensors, suppliers and contractors, contractors and the designs, products and programs developed and/or commercialized by any of the foregoing, including, without limitation, information relating to inventions, ideas, designs, discoveries, know-how, methods, research, engineering, processes, data, databases, operations, techniques, software, software codes, customer lists, prospect lists and other trade secrets. Notwithstanding anything to the contrary herein, you shall not be responsible for any disclosure by a third person (including employees) so long as your disclosure to that third party was not in violation of this Section 6.

Confidentiality and Restrictions. (a) Executive You hereby recognizes recognize that the value of the Confidential Information, as defined below, of the Company and its affiliates, and the Confidential Information to be disclosed to Executive you by the Company and its affiliates in the course of Executive’s your employment with the Company is attributable substantially to the fact that such Confidential Information has been and continues to be maintained by the Company, its affiliatesB&G, Xxx Xxxxx and their respective affiliates and their respective licensors, suppliers, contractors, customers, contractors and prospects customers in the strictest confidentiality and secrecy and is unavailable to others without the expenditure of substantial time, effort or money. ExecutiveYou, therefore, covenants covenant and agrees agree to keep strictly secret and confidential the Confidential Information in accordance with the following provisions of this Section 7(a). Executive covenants You covenant and agrees agree that, during while you are serving as President and Chief Executive officer of the term of this Employment AgreementCompany and its Subsidiaries, and at all times thereafter, Executive you shall safeguard the Confidential Information, and Executive you shall not, directly or indirectly, use or disclose any such Confidential Information except as required in the course of Executive’s your employment with the Company. In implementation of the foregoing, Executive you shall not disclose any of the Confidential Information to any employee or consultant except to the extent that such disclosure is necessary for the effective performance of such employee’s 's or consultant’s 's responsibilities to the Company. The obligations undertaken by Executive you pursuant to this Section 7(a) shall not apply to any Confidential Information which hereafter shall become published or otherwise generally available to the public, except in consequence of a willful an act or omission by Executive you in contravention of the obligations hereinabove set forth in this Section 7(a), and such obligations shall, as so limited, survive expiration or termination of this Employment Agreement. As used in this Section 7, “"Confidential Information” " means all information not in the public domain relating to the business of the Company, its B&G, Xxx Xxxxx, their respective affiliates, and their respective customers, prospects, licensors, suppliers and contractors, contractors and the designs, products and programs developed and/or commercialized by any of the foregoing, including, without limitation, information relating to inventions, ideas, designs, discoveries, know-how, methods, research, engineering, processes, data, databases, operations, techniques, software, software codes, customer lists, prospect lists and other trade secrets. Notwithstanding anything to the contrary herein, you shall not be responsible for any disclosure by a third person (including employees) so long as your disclosure to that third party was not in violation of this Section 7.

Confidentiality and Restrictions. (a) Executive hereby recognizes that the value of the Confidential Information, as defined below, of the Company and the Confidential Information to be disclosed to Executive by the Company and its affiliates in the course of Executive’s employment with the Company is attributable substantially to the fact that such Confidential Information has been and continues to be maintained by the Company, its affiliates, and their respective licensors, suppliers, contractors, customers, and prospects in the strictest confidentiality and secrecy and is unavailable to others without the expenditure of substantial time, effort or money. Executive, therefore, covenants and agrees to keep strictly secret and confidential the Confidential Information in accordance with the following provisions of this Section 7(a). Executive covenants and agrees that, during the term of this Employment Agreement, and at all times thereafter, Executive shall safeguard the Confidential Information, and Executive shall not, directly or indirectly, use or disclose any such Confidential Information except as required in the course of Executive’s employment with the Company. In implementation of the foregoing, Executive shall not disclose any of the Confidential Information to any employee or consultant except to the extent that such disclosure is necessary for the effective performance of such employee’s or consultant’s responsibilities to the Company. The obligations undertaken by Executive pursuant to this Section 7(a) shall not apply to any Confidential Information which hereafter shall become published or otherwise generally available to the public, except in consequence of a willful act or omission by Executive in contravention of the obligations hereinabove set forth in this Section 7(a), and such obligations shall, as so limited, survive expiration or termination of this Employment Agreement. As used in this Section 7, “Confidential Information” means all information not in the public domain relating to the business of the Company, its affiliates, and their respective customers, prospects, licensors, suppliers and contractors, and the designs, products and programs developed and/or commercialized by any of the foregoing, including, without limitation, information relating to inventions, ideas, designs, discoveries, know-how, methods, research, engineering, data, databases, operations, techniques, software, software codes, customer lists, prospect lists and other trade secrets.