Common use of Confidentiality Covenant Clause in Contracts

Confidentiality Covenant. During Employee’s employment with the Company and following the termination of Employee’s employment: (i) Employee will not disclose or transfer, directly or indirectly, any Proprietary Information to any person or entity other than as authorized by the Company. Employee understands and agrees that disclosures authorized by the Company for the benefit of the Company must be made in accordance with the Company’s policies and practices designed to maintain the confidentiality of Proprietary Information, for example providing information after obtaining signed non-disclosure or confidentiality agreements; (ii) Employee will not use, directly or indirectly, any Proprietary Information for the benefit or profit of any person or organization, including Employee, other than the Company; (iii) Employee will not remove or transfer from any of the Company’s offices or premises any materials or property of the Company (including, without limitation, materials and property containing Proprietary Information), except as is strictly necessary in the performance of Employee’s assigned duties as an employee; (iv) Employee will not copy any Proprietary Information except as needed in furtherance of and for use in the Company’s business. Employee agrees that copies of Proprietary Information must be treated with the same degree of confidentiality as the original information and are subject to the same restrictions contained in this Agreement; (v) Employee will promptly upon the Company’s request, and in any event promptly upon the termination of Employee’s employment with the Company, return to the Company all materials and property removed from or belonging to the Company and Employee will not retain copies of any of such materials and property; (vi) Employee agrees to take all reasonable steps to preserve the confidential and proprietary nature of Proprietary Information and to prevent the inadvertent or accidental disclosure of Proprietary Information; and (vii) Employee will not use or rely on the confidential or proprietary information or trade secrets of a third party in the performance of Employee’s work for the Company except when obtained through lawful means such as contractual teaming agreements, purchase of copyrights, or other written permission for use of such information.

Confidentiality Covenant. During Employee’s employment with the Company and following the termination of Employee’s employment: (i) Employee will not disclose or transfer, directly or indirectly, any Proprietary Information to any person or entity other than as authorized by the Company. Employee understands and agrees that disclosures authorized by the Company for the benefit of the Company must be made in accordance with the Company’s policies and practices designed to maintain the confidentiality of Proprietary Information, for example providing information after obtaining signed non-disclosure or confidentiality agreements; (ii) Employee will not use, directly or indirectly, any Proprietary Information for the benefit or profit of any person or organization, including Employee, other than the Company; (iii) Employee will not remove or transfer from any of the Company’s offices or premises any materials or property of the Company (including, without limitation, materials and property containing Proprietary Information), except as is strictly necessary in the performance of Employee’s assigned duties as an employee; (iv) Employee will not copy any Proprietary Information except as needed in furtherance of and for use in the Company’s business. Employee agrees that copies of Proprietary Information must be treated with the same degree of confidentiality as the original information and are subject to the same restrictions contained in this Agreement; (v) Employee will promptly upon the Company’s request, . and in any event promptly upon the termination of Employee’s employment with the Company, return to the Company all materials and property removed from or belonging to the Company and Employee will not retain copies of any of such materials and property; (vi) Employee agrees to take all reasonable steps to preserve the confidential and proprietary nature of Proprietary Information and to prevent the inadvertent or accidental disclosure of Proprietary Information; and (vii) Employee will not use or rely on the confidential or proprietary information or trade secrets of a third party in the performance of Employee’s work for the Company except when obtained through lawful means such as contractual teaming agreements, purchase of copyrights, or other written permission for use of such information.

Confidentiality Covenant. During Employee’s employment with the Company and following the termination of Employee’s employment: (i1) Employee will not disclose or transfer, directly or indirectly, any Proprietary Information to any person or entity other than as authorized by the Company. Employee understands and agrees that disclosures authorized by the Company or Board for the benefit of the Company and other members of the PEI Group must be made in accordance with the Company’s policies and practices of the Company and Board designed to maintain the confidentiality of Proprietary Information, for example providing information after obtaining signed non-disclosure or confidentiality agreements; (ii2) Employee will not use, directly or indirectly, any Proprietary Information for the benefit or profit of any person or organization, including Employee, other than the CompanyCompany and other members of the PEI Group; (iii3) Employee will not remove or transfer from any of the Company’s s offices or premises any materials or property of the Company or any other member of the PEI Group (including, without limitation, materials and property containing Proprietary Information), except as is strictly necessary in the performance of Employee’s assigned duties as an employee; (iv4) Employee will not copy any Proprietary Information except as needed in furtherance of and for use in the Company’s businessbusiness of the Company and other members of the PEI Group. Employee agrees that copies of Proprietary Information must be treated with the same degree of confidentiality as the original information and are subject to the same restrictions contained in this Agreement; (v5) Employee will promptly upon the Company’s or Board’s request, and in any event promptly upon the termination of Employee’s employment with the Company, return to the Company all materials and property removed from or belonging to the Company and other members of the PEI Group and Employee will not retain copies of any of such materials and property; (vi6) Employee agrees to take all reasonable steps to preserve the confidential and proprietary nature of Proprietary Information and to prevent the inadvertent or accidental disclosure of Proprietary Information; and (vii7) Employee will not use or rely on the confidential or proprietary information or trade secrets of a third party in the performance of Employee’s work for the Company and other members of the PEI Group except when obtained through lawful means such as contractual teaming agreements, purchase of copyrights, or other written permission for use of such information.

Confidentiality Covenant. During Employee’s 's employment with the Company and following the termination of Employee’s ' s employment: (i) Employee will not disclose or transfer, directly or indirectly, any Proprietary Information Info1mation to any person or entity other than as authorized authorize d by the Company. Employee understands and agrees that disclosures authorized by the Company for the benefit of the Company must be made in accordance with the Company’s ' s policies and practices designed to maintain the confidentiality of Proprietary Information, for example providing information after obtaining signed non-disclosure or confidentiality agreements; (ii) Employee will not use, directly or indirectly, any Proprietary Information for the benefit or profit of any person or organization, including Employee, other than the Company; (iii) Employee will not remove or transfer from any of the Company’s ' s offices or premises any materials or property of the Company (including, without limitation, materials and property containing Proprietary Information), except as is strictly necessary in the performance of Employee’s ' s assigned duties as an employee; (iv) Employee will not copy any Proprietary Information except as needed in furtherance of and for use in the Company’s 's business. Employee agrees that copies of Proprietary Information must be treated with the same degree of confidentiality as the original information and are subject to the same restrictions contained in this Agreement; (v) Employee will promptly upon the Company’s 's request, and in any event promptly upon the termination of Employee’s 's employment with the Company, return to the Company all materials and property removed from or belonging to the Company and Employee will not retain copies of any of such materials and property; (vi) Employee agrees to take all reasonable steps to preserve the confidential and proprietary nature of Proprietary Information and to prevent the inadvertent inadve1tent or accidental disclosure of Proprietary Information; and (vii) Employee will not use or rely on the confidential or proprietary information or trade secrets of a third party in the performance of Employee’s 's work for the Company except when obtained through lawful means such as contractual teaming agreements, purchase of copyrights, or other written permission for use of such information.

Confidentiality Covenant. During Employee’s ' s employment with the Company and following the termination of Employee’s ' s employment: (i) Employee will not disclose or transfer, directly or indirectly, any Proprietary Information to any person or entity other than as authorized by the Company. Employee understands understand s and agrees that disclosures authorized by the Company for the benefit of the Company must be made in accordance with the Company’s 's policies and practices designed to maintain the confidentiality of Proprietary Information, for example providing information after obtaining signed non-disclosure or confidentiality agreements; (ii) Employee will not use, directly or indirectly, any Proprietary Information for the benefit or profit of any person or organization, including Employee, other than the Company; (iii) Employee will not remove or transfer from any of the Company’s 's offices or premises any materials or property of the Company (including, without limitation, materials material s and property containing Proprietary Information), except as is strictly necessary in the performance of Employee’s Employee ' s assigned duties as an employeeemployee ; (iv) Employee will not copy any Proprietary Information except as needed in furtherance of and for use in the Company’s business. Employee agrees that copies of Proprietary Information must be treated with the same degree of confidentiality as the original information and are subject to the same restrictions contained in this Agreement; (v) Employee will promptly upon the Company’s 's request, and in any event promptly upon the termination of Employee’s ' s employment with the Company, return to the Company all materials and property removed from or belonging to the Company and Employee will not retain copies of any of such materials and property; (vi) Employee agrees to take all reasonable steps to preserve the confidential and proprietary nature of Proprietary Information and to prevent the inadvertent or accidental disclosure of Proprietary Information; and (vii) Employee will not use or rely on the confidential or proprietary information or trade secrets of a third party in the performance of Employee’s 's work for the Company except when obtained through lawful means such as contractual teaming agreements, purchase of copyrightscopyrights , or other written permission for use of such information.

Confidentiality Covenant. During Employee‌ Each party acknowledges that it would be damaging to the other party if its Confidential Information were disclosed to or obtained by third parties. Accordingly, during the term of this Agreement and thereafter, neither party shall disclose any Confidential Information, and shall use commercially reasonable best efforts to prevent the other party’s employment with the Company and following the termination of Employee’s employment: (i) Employee will not disclose Confidential Information from being disclosed to or transfer, directly or indirectly, any Proprietary Information to obtained by any person or entity other for any purpose except as described in this Article 8. Each party’s efforts will not be less than those which it takes to prevent disclosure of its own proprietary information of like significance. The parties agree to comply with all applicable laws with respect to the protection of personal healthcare information of any participant in ERSRI’s retirement programs. Notwithstanding anything to the contrary in this Agreement, the parties expressly acknowledge that ERSRI is subject to the Rhode Island Access to Public Records Act, Rhode Island General Laws §§ 38-2-1, et seq. (the “Public Records Act”), and as authorized such, this Agreement and any documents, records, or communications created in connection with the administration solution and/or the services rendered by the Company. Employee understands and agrees that disclosures authorized by the Company for the benefit of the Company must Morneau Shepell may be made subject to disclosure in accordance with the Company’s policies and practices designed provisions of said Public Records Act. Notwithstanding the foregoing, ERSRI acknowledges that certain Morneau Shepell Confidential Information is considered by Morneau Shepell not to maintain be a “public record” as defined by the confidentiality of Proprietary Information, for example providing information after obtaining signed non-disclosure or confidentiality agreements; (ii) Employee will not use, directly or indirectly, any Proprietary Information for the benefit or profit of any person or organizationPublic Records Act, including Employeetrade secrets, other than proprietary, commercial and financial information of Morneau Shepell and the Company; (iii) Employee will not remove provisions of this Agreement identified in Schedule K. As such, no proprietary, business and pricing information provided by Morneau Shepell pursuant to this Agreement shall be considered by Morneau Shepell to be a “public record” pursuant to the Public Records Act. If ERSRI is required or transfer from any of the Company’s offices or premises any materials or property of the Company (including, without limitation, materials and property containing Proprietary Information), except as is strictly necessary requested to produce Morneau Shepell Confidential Information in the performance of Employee’s assigned duties as an employee; (iv) Employee will not copy any Proprietary Information except as needed in furtherance of and for use in the Company’s business. Employee agrees that copies of Proprietary Information must be treated accordance with the same degree of confidentiality as the original information and are subject to the same restrictions contained in this Agreement; (v) Employee will promptly upon the Company’s requestPublic Records Act or any other law or regulation, and in any event promptly upon the termination of Employee’s employment with the Company, return to the Company all materials and property removed from or belonging to the Company and Employee will not retain copies of any it shall immediately notify Morneau Shepell of such materials and property; request or requirement in writing, so that Morneau Shepell, if it deems advisable, may either (via) Employee agrees respond to take all reasonable steps to preserve ERSRI or the confidential and proprietary nature of Proprietary requesting party regarding such request for Morneau Shepell Confidential Information and before it is disclosed or, (b) seek one or more protective orders or other appropriate remedies to prevent the inadvertent or accidental disclosure of Proprietary Information; and (vii) Employee will not use or rely on the confidential or proprietary information or trade secrets of a third party in the performance of Employee’s work for the Company except when obtained through lawful means limit such as contractual teaming agreements, purchase of copyrights, or other written permission for use of such informationdisclosures.

Confidentiality Covenant. During Employee’s employment with the Company Service Period and at all times following the termination final date of Employee’s employmentthe Service Period: (i1) Employee will not disclose or transfer, directly or indirectly, any Proprietary Information to any person or entity other than as expressly authorized by the Company. Employee understands and agrees that disclosures authorized by the Company or the Board for the benefit of the Company or any other member of the PEI Group must be made in accordance with the Company’s policies and practices of the Company and Board designed to maintain the confidentiality of Proprietary Information, for example providing information after obtaining signed non-disclosure or confidentiality agreements; (ii2) Employee will not use, directly or indirectly, any Proprietary Information for the benefit or profit of any person or organization, including Employee, other than the CompanyCompany or any other member of the PEI Group; (iii3) Employee will not remove or transfer from any of the Company’s offices offices, premises or premises computer systems any materials or property of the Company or any other member of the PEI Group (including, without limitation, materials and property containing Proprietary Information), except as is strictly necessary in the performance of Employee’s assigned duties as an employeeEmployee; (iv4) Employee will not copy any Proprietary Information except as needed in furtherance of and for use in the Company’s businessbusiness of the Company or any other member of the PEI Group. Employee agrees that copies of Proprietary Information must be treated with the same degree of confidentiality as the original information and are subject to the same restrictions contained in this Agreement; (v5) Employee will promptly upon the Company’s or Board’s request, and in any event promptly upon the termination of Employee’s employment services with the Company, return to the Company all materials and property removed from or belonging to the Company or any other member of the PEI Group and Employee will not retain copies of any of such materials and property; (vi6) Employee agrees to take all reasonable steps to preserve the confidential and proprietary nature of Proprietary Information and to prevent the inadvertent or accidental disclosure of Proprietary Information; and (vii7) Employee will not use or rely on the confidential or proprietary information or trade secrets of a third party in the performance of Employee’s work for the Company or any other member of the PEI Group except when obtained through lawful means such as contractual teaming agreements, purchase of copyrights, or other written permission for use of such information.

Confidentiality Covenant. During Employee’s Employee ' s employment with the Company and following the termination of Employee’s 's employment: (i) Employee will not disclose or transfer, directly or indirectly, any Proprietary Information to any person or entity other than as authorized by the Company. Employee understands and agrees that disclosures authorized by the Company for the benefit of the Company must be made in accordance with the Company’s 's policies and practices designed to maintain the confidentiality of Proprietary Information, for example providing information after obtaining signed non-disclosure or confidentiality agreements; (ii) Employee will not use, directly or indirectly, any Proprietary Information for the benefit or profit of any person or organization, including Employee, other than the Company; (iii) Employee will not remove or transfer from any of the Company’s ' s offices or premises any materials or property of the Company (including, without limitation, materials and property containing Proprietary Information), except as is strictly necessary in the performance of Employee’s ' s assigned duties as an employee; (iv) Employee will not copy any Proprietary Information except as needed in furtherance of and for use in the Company’s 's business. Employee agrees that copies of Proprietary Information must be treated with the same degree of confidentiality as the original information and are subject to the same restrictions contained in this Agreement; (v) Employee will promptly upon the Company’s 's request, and in any event promptly upon the termination of Employee’s ' s employment with the Company, return to the Company all materials and property removed from or belonging to the Company and Employee will not retain copies of any of such materials and property; (vi) Employee agrees to take all reasonable steps to preserve the confidential and proprietary nature of Proprietary Information and to prevent the inadvertent or accidental disclosure of Proprietary Information; and (vii) Employee will not use or rely on the confidential or proprietary information or trade secrets of a third party in the performance of Employee’s Employee ' s work for the Company except when obtained through lawful means such as contractual teaming agreements, purchase of copyrights, or other written permission for use of such information.