Common use of Confidentiality Covenants Clause in Contracts

Confidentiality Covenants. In consideration of Employee’s employment and compensation and other consideration described herein, Employee acknowledges and agrees that: (i) To the extent that Employee developed or had access to Confidential Information before entering into this Agreement, Employee represents and warrants that he has not used for his own benefit or for the benefit of any other person or entity, and he has not disclosed, directly or indirectly, to any other person or entity, other than the Company, any of the Confidential Information. Unless and until the Confidential Information becomes publicly known through legitimate means not involving an act or omission by Employee or the Company’s other employees or independent contractors: (A) The Confidential Information is, and at all times hereafter shall remain, the sole property of the Company; (B) Employee shall use his best efforts and the diligence to guard and protect the Confidential Information from disclosure to any competitor, customer or supplier of the Company or any other person, firm, corporation, or other entity; (C) Unless the Company gives Employee prior express written permission, during his employment and thereafter, Employee shall not use for his own benefit, or divulge to or use for the benefit of any competitor or customer or any other person, firm, corporation, or other entity, any of the Confidential Information which Employee may obtain, learn about, develop, or be entrusted with as a result of Employee's employment by the Company; and (D) Except in the ordinary course of the Company's Business, Employee shall not seek or accept any Confidential Information from any former, present, or future contractor or employee of the Company. (ii) Employee also acknowledges and agrees that all documentary and tangible Confidential Information including, without limitation, such Confidential Information as Employee has committed to memory, is supplied or made available by the Company to Employee solely to assist him in performing his duties under this Agreement. Employee further agrees that upon termination of his employment with the Company for any reason: (A) Employee shall not remove from Company property, and shall immediately return to the Company, all documentary or tangible Confidential Information in his possession, custody, or control and not make or keep any copies, notes, abstracts, summaries, tapes or other record of any type of Confidential Information; and (B) Employee shall immediately return to the Company any and all other Company property belonging to or within the custody or possession of the Company or as to which the Company has the right of possession, in his possession, custody or control, including, without limitation, all internal manuals, customer or client work papers, data, software, and other written materials (and all copies thereof) prepared for internal use by the Company or used in connection with the Business or operations of the Company, any and all keys, security cards, passes, credit cards, and marketing literature.

Confidentiality Covenants. In consideration of Employee’s employment and compensation and other consideration described herein, Employee acknowledges and agrees that: (i) To the extent that Employee developed or had access to Confidential Information before entering into this Agreement, Employee represents and warrants that he has not used for his own benefit or for the benefit of any other person or entity, and he has not disclosed, directly or indirectly, to any other person or entity, other than the Company, any of the Confidential Information. Unless and until the Confidential Information becomes publicly known through legitimate means not involving an act or omission by Employee or the Company’s other employees or independent contractors: (A) The Confidential Information is, and at all times hereafter shall remain, the sole property of the Company; (B) Employee shall use his best efforts and the diligence to guard and protect the Confidential Information from disclosure to any competitor, customer or supplier of the Company or any other person, firm, corporation, or other entity; (C) Unless the Company gives Employee prior express written permission, during his employment and thereafter, Employee shall not use for his own benefit, or divulge to or use for the benefit of any competitor or customer or any other person, firm, corporation, or other entity, any of the Confidential Information which Employee may obtain, learn about, develop, or be entrusted with as a result of Employee's employment by the Company; and (D) Except in the ordinary course of the Company's Business, Employee shall not seek or accept any Confidential Information from any former, present, or future contractor or employee of the Company. (ii) Employee also acknowledges and agrees that all documentary and tangible Confidential Information including, without limitation, such Confidential Information as Employee has committed to memory, is supplied or made available by the Company to Employee solely to assist him in performing his duties under this Agreement. Employee further agrees that upon termination of his employment with the Company for any reason: (A) Employee shall not remove from Company property, and shall immediately return to the Company, all documentary or tangible Confidential Information in his possession, custody, or control and not make or keep any copies, notes, abstracts, summaries, tapes or other record of any type of Confidential Information; and (B) Employee shall immediately return to the Company any and all other Company property belonging to or within the custody or possession of the Company or as to which the Company has the right of possession, in his possession, custody or control, including, without limitation, all internal manuals, customer or client work papers, data, software, and other written materials (and all copies thereof) prepared for internal use by the Company or used in connection with the Business or operations of the Company, any and all keys, security cards, passes, credit cards, and marketing literature.

Confidentiality Covenants. In consideration of Employee’s employment and compensation and other consideration described herein, Employee acknowledges and agrees that: (i) A. To the extent that Employee developed or had access to Confidential Information before entering into this Agreement, Employee represents and warrants that he has not used for his own benefit or for the benefit of any other person or entity, and he has not disclosed, directly or indirectly, to any other person or entity, other than the CompanyCorporation, any of the Confidential Information. Unless and until the Confidential Information becomes publicly known through legitimate means not involving an act or omission by Employee or the CompanyCorporation’s other employees or independent contractors: (Ai) The Confidential Information is, and at all times hereafter shall remain, the sole property of the CompanyCorporation; (Bii) Employee shall use his best efforts and the diligence to guard and protect the Confidential Information from disclosure to any competitor, customer or supplier of the Company Corporation or any other person, firm, corporation, or other entity; (Ciii) Unless the Company Corporation gives Employee prior express written permission, during his employment and thereafter, Employee shall not use for his own benefit, or divulge to or use for the benefit of any competitor or customer or any other person, firm, corporation, or other entity, any of the Confidential Information which Employee may obtain, learn about, develop, or be entrusted with as a result of Employee's employment by the CompanyCorporation; and (Div) Except in the ordinary course of the CompanyCorporation's Business, Employee shall not seek or accept any Confidential Information from any former, present, or future contractor or employee of the CompanyCorporation. (ii) B. Employee also acknowledges and agrees that all documentary and tangible Confidential Information including, without limitation, such Confidential Information as Employee has committed to memory, is supplied or made available by the Company Corporation to Employee solely to assist him in performing his duties under this Agreement. Employee further agrees that upon termination of his employment with the Company Corporation for any reason: (Ai) Employee shall not remove from Company Corporation property, and shall immediately return to the CompanyCorporation, all documentary or tangible Confidential Information in his possession, custody, or control and not make or keep any copies, notes, abstracts, summaries, tapes or other record of any type of Confidential Information; and (Bii) Employee shall immediately return to the Company Corporation any and all other Company Corporation property belonging to or within the custody or possession of the Company Corporation or as to which the Company Corporation has the right of possession, in his possession, custody or control, including, without limitation, all internal manuals, customer or client work papers, data, software, and other written materials (and all copies thereof) prepared for internal use by the Company Corporation or used in connection with the Business or operations of the CompanyCorporation, any and all keys, security cards, passes, credit cards, and marketing literature.

Confidentiality Covenants. In consideration (a) During the term of Employee’s employment or engagement with the Company Group and compensation and other consideration described hereinat all times following the termination of Employee’s employment or engagement with the Company Group, Employee acknowledges shall not, directly or indirectly, reveal, divulge, publish, or disclose, at any time or for any reason or in any manner, any Confidential Information (as defined below), unless such disclosure is on behalf of the Company Group and agrees that: (i) is necessary in the course of performing Employee’s duties and responsibilities to the Company Group, or is made with the express written consent of the Company. Employee shall not, directly or indirectly, use, transfer, disseminate or duplicate any Confidential Information for any purpose other than in the performance of his or her duties and responsibilities for the Company Group. All Confidential Information furnished to or accessed by Employee or of which Employee otherwise becomes aware, or created or developed by Employee on behalf of the Company Group, whether prior to or after the date of this Agreement, is and shall remain the sole and exclusive confidential property of the Company. No license or other right to any Confidential Information is granted to Employee under this Agreement. To the extent that Employee developed acquires any right, title or had access interest in or to any Confidential Information, Employee hereby assigns, transfers, conveys and delivers to the Company all such right, title and interest in and to such Confidential Information. Upon the termination of Employee’s employment or engagement with the Company Group, or if the Company requests the return of any Confidential Information, Employee shall promptly (and in any event within five (5) days) return to the Company all copies of Confidential Information before entering into in Employee’s possession or control. Employee shall not place any Confidential Information on his or her personal computer or other storage devices, and, at the request of the Company, Employee shall grant the Company a written certification that to the best of his or her knowledge, his or her personal computer and storage devices do not contain any Confidential Information. (b) The non-disclosure covenant in Section 2(a) shall not apply to any information that is required to be disclosed by valid subpoena or other mandatory legal process, provided that Employee shall promptly give the Company notice in writing of any request or demand for disclosure of such Confidential Information upon receipt of such request or demand along with a copy of any written correspondence, pleading or other communications concerning the request or demand; Employee shall use reasonable efforts to allow the Company to obtain, and upon request, provide reasonable cooperation should the Company seek to obtain, an appropriate protective order or other remedy to preserve the confidential treatment of such Confidential Information; and, if the Company does not obtain a protective order after a period that is reasonable under the circumstances, Employee may only disclose that portion of the Confidential Information that legal counsel to Employee advises him or her in writing that he or she is legally compelled to disclose or else stand liable for contempt or suffer censure or penalty. (c) For purposes of this Agreement, Employee represents “Confidential Information” means all trade secrets and warrants that he has not used for his own benefit or for know-how of the benefit of Company Group, and any other person non-public, proprietary or entityconfidential data or information (whether in written, unwritten, oral, graphic or machine readable form) related to the business or financial affairs of the Company Group, including: (i) customer / client lists and records, financial and personnel data, information regarding sales, costs, pricing, marketing, budgets, suppliers, contracts with insurers and other third parties, plans for product or market or service developments or improvements, research records, computer programs, computer interfaces or interface mechanisms, processes, business and strategic plans, and he has not disclosedfinancial forecasts, (ii) information of customers / clients, insurers or other third parties that the Company Group is obligated to or does keep or treat as confidential, (iii) Work Product (as defined below) and (iv) any other information that derives economic value, either directly or indirectly, from being confidential to any other person or entity, other than the Company, any of the Confidential Information. Unless and until the Confidential Information becomes publicly known through legitimate means not involving an act or omission by Employee or the Company’s other employees or independent contractors: (A) The Confidential Information is, and at all times hereafter shall remain, the sole property of the Company; (B) Employee shall use his best efforts and the diligence to guard and protect the Confidential Information from disclosure to any competitor, customer or supplier trade secrets of the Company Group. The term “Confidential Information” does not include information that (i) is or any becomes generally available to the public or is within the public domain (other person, firm, corporation, or other entity; (C) Unless the Company gives Employee prior express written permission, during his employment and thereafter, Employee shall not use for his own benefit, or divulge to or use for the benefit of any competitor or customer or any other person, firm, corporation, or other entity, any of the Confidential Information which Employee may obtain, learn about, develop, or be entrusted with than as a result of Employee's employment acts by the Company; and (D) Except Employee in the ordinary course violation of the Company's Business, Employee shall not seek this Agreement or accept any Confidential Information from any former, presentother legal obligation), or future contractor or employee of the Company. (ii) is independently developed by Employee also acknowledges and agrees that all documentary and tangible Confidential Information including, without limitation, such Confidential Information as Employee has committed to memory, is supplied or made available by the Company to Employee solely to assist him in performing his duties under this Agreement. Employee further agrees that upon termination of his employment with the Company for any reason: (A) Employee shall not remove from Company property, and shall immediately return to the Company, all documentary or tangible Confidential Information in his possession, custody, or control and not make or keep any copies, notes, abstracts, summaries, tapes or other record use of any type of Confidential Information; and (B) Employee shall immediately return to the Company any and all other Company property belonging to or within the custody or possession of the Company or as to which the Company has the right of possession, in his possession, custody or control, including, without limitation, all internal manuals, customer or client work papers, data, software, and other written materials (and all copies thereof) prepared for internal use by the Company or used in connection with the Business or operations of the Company, any and all keys, security cards, passes, credit cards, and marketing literature.

Confidentiality Covenants. In consideration of Employee’s employment From the date hereof, the Stockholder and compensation and other consideration described herein, Employee acknowledges and agrees that: (i) To the extent that Employee developed or had access to Confidential Information before entering into this Agreement, Employee represents and warrants that he has not used for his own benefit or for the benefit of any other person or entity, and he has not disclosedCompany shall not, directly or indirectly, to use for any other person or entitypurpose, other than in connection with the performance of the Stockholder's duties under the Employment Agreement with the Company, or disclose to any third party, any information of the Confidential Information. Unless and until the Confidential Information becomes publicly known through legitimate means not involving an act or omission by Employee Vision 21 or the Company’s other employees Company (whether written or independent contractors: (A) The Confidential Information isoral), and at all times hereafter shall remainincluding any business management or economic studies, the sole property patient lists, proprietary forms, proprietary business or management methods, marketing data, fee schedules, or trade secrets of Vision 21 or of the Company; (B) Employee shall use his best efforts , including the terms and provisions of this Agreement and any transaction or document executed by the parties pursuant to this Agreement. Notwithstanding the foregoing, the Stockholder and the diligence to guard and protect Company may disclose information that the Confidential Information from disclosure to any competitor, customer Stockholder or supplier of the Company can establish (a) is or any becomes generally available to and known by the public or optometric community (other person, firm, corporation, or other entity; (C) Unless the Company gives Employee prior express written permission, during his employment and thereafter, Employee shall not use for his own benefit, or divulge to or use for the benefit of any competitor or customer or any other person, firm, corporation, or other entity, any of the Confidential Information which Employee may obtain, learn about, develop, or be entrusted with than as a result of Employee's employment an unpermitted disclosure directly or indirectly by the Company; and (D) Except in the ordinary course of the Company's Business, Employee shall not seek Stockholder or accept any Confidential Information from any former, present, or future contractor or employee of the Company. (ii) Employee also acknowledges and agrees that all documentary and tangible Confidential Information including, without limitation, such Confidential Information as Employee has committed to memory, is supplied or made available by the Company to Employee solely to assist him in performing his duties under this Agreement. Employee further agrees that upon termination of his employment with the Company for any reason: (A) Employee shall not remove from Company property, and shall immediately return to the Company, all documentary or tangible Confidential Information in his possession, custody, or control and not make or keep any copies, notes, abstracts, summaries, tapes or other record of any type of Confidential Information; and (B) Employee shall immediately return to the Company any and all other Company property belonging to or within the custody or possession of the Company or as their respective Affiliates, advisors, or representatives); (b) is or becomes available to the Stockholder or the Company on a nonconfidential basis from a source other than Vision 21 or its Affiliates, advisors or representatives, provided that such source is not and was not bound by a confidentiality agreement with or other obligation of secrecy to Vision 21 or its Affiliates, advisors or representatives of which the Stockholder or the Company has knowledge; or (c) has already been or is hereafter independently acquired or developed by the right Stockholder or the Company without violating any confidentiality agreement with or other obligation of possessionsecrecy to Vision 21, in his possession, custody or control, including, without limitation, all internal manuals, customer or client work papers, data, software, and other written materials (and all copies thereof) prepared for internal use by the Company or used their respective Affiliates, advisors or representatives. Without limiting the other possible remedies to Vision 21 for the breach of this covenant, the Stockholder and the Company agree that injunctive or other equitable relief shall be available to enforce this covenant, such relief to be without the necessity of posting a bond, cash or otherwise. The Stockholder and the Company further agree that if any restriction contained in connection with this Section 9 is held by any court to be unenforceable or unreasonable, a lesser restriction shall be enforced in its place and the Business or operations remaining restrictions contained herein shall be enforced independently of each other. The parties acknowledge and agree that this Article 9 shall survive the Company, any and all keys, security cards, passes, credit cards, and marketing literatureClosing indefinitely.

Confidentiality Covenants. In consideration of Employee’s employment and compensation and other consideration described herein, Employee acknowledges and agrees that: (i) A. To the extent that Employee developed or had access to Confidential Information before entering into this Agreement, Employee represents and warrants that he has not used for his own benefit or for the benefit of any other person or entity, and he be has not disclosed, directly or indirectly, to any other person or entity, other than the CompanyCorporation, any of the Confidential Information. Unless and until the Confidential Information becomes publicly known through legitimate means not involving an act or omission by Employee or the CompanyCorporation’s other employees or independent contractors: (Ai) The Confidential Information is, and at all times hereafter shall remain, the sole property of the CompanyCorporation; (Bii) Employee shall use his best efforts and the diligence to guard and protect the Confidential Information from disclosure to any competitor, customer or supplier of the Company Corporation or any other person, firm, corporation, or other entity; (Ciii) Unless the Company Corporation gives Employee prior express written permission, during his employment and thereafter, Employee shall not use for his own benefit, or divulge to or use for the benefit of any competitor or customer or any other person, firm, corporation, or other entity, any of the Confidential Information which Employee may obtain, learn about, develop, or be entrusted with as a result of Employee's ’s employment by the CompanyCorporation; and (Div) Except in the ordinary course of the Company's Corporation’s Business, Employee shall not seek or accept any Confidential Information from any former, present, or future contractor or employee of the CompanyCorporation. (ii) B. Employee also acknowledges and agrees that all documentary and tangible Confidential Information including, without limitation, such Confidential Information as Employee has committed to memory, is supplied or made available by the Company Corporation to Employee solely to assist him in performing his duties under this Agreement. Employee further agrees that upon termination of his employment with the Company Corporation for any reason: (Ai) Employee shall not remove from Company Corporation property, and shall immediately return to the CompanyCorporation, all documentary or tangible Confidential Information in his possession, custody, or control and not make or keep any copies, notes, abstracts, summaries, tapes or other record of any type of Confidential Information; and (Bii) Employee shall immediately return to the Company Corporation any and all other Company Corporation property belonging to or within the custody or possession of the Company Corporation or as to which the Company Corporation has the right of possession, in his possession, custody or control, including, without limitation, all internal manuals, customer or client work papers, data, software, and other written materials (and all copies thereof) prepared for internal use by the Company Corporation or used in connection with the Business or operations of the CompanyCorporation, any and all keys, security cards, passes, credit cards, and marketing literature.