Common use of Confidentiality, Disclosure of Information Clause in Contracts

Confidentiality, Disclosure of Information. 4.1 Consultant recognizes and acknowledges that the Company's trade secrets, know-how, intellectual property and proprietary information as they may exist from time to time, as well as the Company's confidential business plans and financial data (collectively, "Confidential Information") are valuable, special and unique assets of the Company's business, access to and knowledge of which are essential to the performance of Consultant's duties hereunder. Consultant (including its employees and agents) shall not, during or after the Term, in whole or in part, disclose any Confidential Information to any person, firm, corporation, association or other entity for any reason or purpose whatsoever other than to a prospective client or customer with the Company's prior written consent, nor shall Consultant make use of any Confidential Information for its own purposes or for the benefit of any person, firm, corporation of other entity (except the Company) under any circumstances during or after the Term. Confidential Information shall not include any information that Consultant can establish by competent proof: (a) was known, other than under binder of secrecy, to Consultant prior to its engagement by the Company; or (b) was passed into the public domain prior to or after its development by or for the Company, other than through acts or omissions attributable to Consultant. 4.2 Upon termination of its engagement hereunder, Consultant shall promptly return to the Company all originals and copies of any of the Company's Confidential Information.

Confidentiality, Disclosure of Information. 4.1 Consultant recognizes and acknowledges that the Company's trade secrets, know-how, intellectual property and proprietary information as they may exist from time to time, as well as the Company's confidential business plans and financial data (collectively, "Confidential Information") are valuable, special and unique assets of the Company's business, access to and knowledge of which are essential to the performance of Consultant's duties hereunder. Consultant (including its employees and agents) shall not, during or after the Term, in whole or in part, disclose any Confidential Information to any person, firm, corporation, association or other entity for any reason or purpose whatsoever other than to a prospective client or customer with the Company's prior written consent, nor shall Consultant make use of any Confidential Information for its own purposes or for the benefit of any person, firm, corporation of other entity (except the Company) )' under any circumstances circumstances· during or after the Term. Confidential Information shall not include any information that Consultant can establish by competent proof: (a) was known, other than under binder of secrecy, to Consultant prior to its engagement by the Company; or (b) was passed into the public domain prior to or after its development by or for the Company, other than through acts or omissions attributable to Consultant. 4.2 Upon termination of its engagement hereunder, Consultant shall promptly return to the Company all originals and copies of any of the Company's Confidential Information.