Common use of CONFIDENTIALITY, ETC Clause in Contracts

CONFIDENTIALITY, ETC. The Employee acknowledges that in the course of carrying out, performing and fulfilling his responsibilities to the Corporation hereunder he will have access to and will be entrusted with detailed confidential information and trade secrets relating to the present and contemplated services, techniques and modes of merchandising, marketing techniques, inventions and routines of the Business and concerning the customers of the Corporation, their names, addresses, tastes, preferences and particular requirements, the disclosure of any of which confidential information and trade secrets to competitors of the Corporation or to the general public would be highly detrimental to the best interests of the Corporation. The Employee further acknowledges that in the course of providing his duties to the Corporation hereunder he may be the principal representative of the Corporation to many of the customers of the Corporation and as such will be significantly responsible for maintaining or enhancing the goodwill of the Corporation with such customers. The Employee acknowledges and agrees that the right to maintain the confidentiality of such confidential information and trade secrets, and the right to preserve its goodwill, constitute proprietary rights which the Corporation is entitled to protect. Accordingly, the Employee covenants and agrees with the Corporation that: (a) he will not, either during the term of this Agreement or at any time thereafter, disclose any of such detailed confidential information and trade secrets to any person nor shall he use the same for any purpose other than the purpose of the Corporation nor will he disclose or use for any purpose other than those of the Corporation the private affairs of the Corporation or any other information which he may acquire during the course of the Agreement with relation to the business and affairs of the Corporation; (b) he will not, at any time after the termination of the Agreement, call on, solicit or take away, directly or indirectly, any of the customers of the Corporation or persons in the habit of dealing with the Corporation, either for himself or for any other person, firm or corporation; and (c) Provided that he receives at the commencement of a one (1) year period following the termination of the Agreement, an amount equal to the amount described in paragraph 3.01 (a) hereof, the Employee will not at any time within the period of one (1) year following the termination of the Agreement, either individually or in partnership or jointly or in conjunction with any partnership or jointly or in conjunction with any person or persons, firm association, syndicate, company or corporation as principal, agent, shareholder or in any other manner whatsoever carry on or be engaged in or concerned with or interested in or advise, lend money to, guarantee the debts or obligations of or permit his name or any part thereof to be used or employed by or associated with any person or persons, firm, associations, syndicate, company or corporation engaged in or concerned with or interested in, any business selling survey software now or at any time during the course of the Agreement carried on by the Corporation: (i) within the Countries of Canada, United States or the United Kingdom. The Employee agrees that all restrictions contained herein are reasonable and valid and all defences to the strict enforcement thereof by the Corporation are hereby waived by the Employee. If any covenant or provision of the clause is determined to be void or unenforceable in whole or in part, it shall not be deemed to affect or impair the validity of any other covenant or provision and subparagraphs 4.01 (c)(i) and (ii) hereof are herby declared to be separate and distinct covenants. The Employee acknowledges that damages at law will be an insufficient remedy to the Corporation in view of the irrevocable harm which will be suffered if the Employee violates thereof terms of this section and agrees that the Corporation may apply for an have injunctive relief in any court of competent jurisdiction specifically to enforce any such covenants upon the breach or threatened breach thereof and hereby waives all defences to the strict enforcement thereof by the Corporation.

CONFIDENTIALITY, ETC. 4.1 The Employee acknowledges that in the course of carrying out, performing and fulfilling his responsibilities to the Corporation hereunder he will have access to and will be entrusted with detailed confidential information and trade secrets relating to the present and contemplated services, techniques and modes of merchandising, marketing techniques, inventions and routines of the Business and concerning the customers of the Corporation, their names, addresses, tastes, preferences and particular requirements, the disclosure of any of which confidential information and trade secrets to competitors of the Corporation or to the general public would be highly detrimental to the best interests of the Corporation. The Employee further acknowledges that in the course of providing his duties to the Corporation hereunder he may be the principal representative of the Corporation to many of the customers of the Corporation and as such will be significantly responsible for maintaining or enhancing the goodwill of the Corporation with such customers. The Employee acknowledges Executive covenants and agrees that the right to maintain the confidentiality of such he shall treat as confidential all information and financial matters of LTFS and its subsidiaries and affiliates, other than information which becomes generally available to the public otherwise than through disclosure by the Executive (collectively "Confidential Information"), including, without limitation, trade secrets, client lists, pricing policies, operational methods, research projects and technical processes, and that he shall not disclose, communicate or divulge any Confidential Information to any person or entity other than LTFS or its subsidiaries and affiliates and that he shall not use any Confidential Information for the right to preserve benefit of any person or entity other than LTFS, its goodwillsubsidiaries and affiliates unless expressly authorized in writing by the Board, constitute proprietary rights which provided, however, that the Corporation is entitled to protect. Accordingly, foregoing shall not preclude the Employee covenants and agrees with the Corporation that: Executive from (a) divulging information in what he will not, either during reasonably and in good faith believes is in the term of this Agreement or at any time thereafter, disclose any of such detailed confidential information and trade secrets to any person nor shall he use the same for any purpose other than the purpose of the Corporation nor will he disclose or use for any purpose other than those of the Corporation the private affairs of the Corporation or any other information which he may acquire during the ordinary course of the Agreement with relation LTCI business or is required to the business and affairs of the Corporation; be disclosed pursuant to regulatory requirement to regulatory agencies or otherwise required pursuant to applicable law, or (b) soliciting his existing clients to go to another firm, or from transacting business with his existing clients. 4.2 The Executive agrees that during the period he will not, at any time after the termination of the Agreement, call on, solicit or take away, directly or indirectly, any of the customers of the Corporation or persons in the habit of dealing with the Corporation, either is employed hereunder and for himself or for any other person, firm or corporation; and (c) Provided that he receives at the commencement of a one (1) year period following the termination of the Agreement, an amount equal to the amount described in paragraph 3.01 (a) hereof, the Employee will not at any time within the period of one (1) year following thereafter, he will not, without the termination prior written consent of the AgreementCompany, either individually directly or in partnership or jointly or in conjunction with indirectly (including without limitation by assisting any partnership or jointly or in conjunction with any other person or persons, firm association, syndicate, company entity to do so or corporation as principal, agent, shareholder or in identifying for any other manner whatsoever carry on person or be engaged in entity), solicit, entice, persuade, or concerned with induce any then-current employee, director, officer, associate, or interested in substantially full-time consultant, agent or advise, lend money to, guarantee independent contractor of the debts Company or obligations of its affiliates (i) to terminate such person's employment or permit his name engagement by the Company or any part thereof an affiliate or (ii) to be used or become employed by or associated with any person or personsperson, firm, associationspartnership, syndicatecorporation, company or corporation engaged in other entity other than the Company or concerned with or interested in, any business selling survey software now or at any time its affiliates. 4.3 The Executive agrees that during the course period he is employed hereunder and for a period of one (1) year thereafter, he will not, without the prior written consent of the Company, directly or indirectly (including without limitation by assisting any other person or entity to do so or identifying for any other person or entity), contact any customer of LTFS or any subsidiary or affiliate for the purpose of soliciting securities business, except that this provision shall not preclude Executive from contacting or transacting business with any of his existing clients. 4.4 If the Executive commits a material breach, or is about to commit a material breach, of any of the provisions of Sections 4.1, 4.2 or 4.3 above, the Company shall have the right to have the provisions of this Agreement carried on specifically enforced by any court having equity jurisdiction without being required to post bond or other security and without having to prove the Corporation: inadequacy of the available remedies at law (i) within the Countries of Canada, United States or the United Kingdom. The Employee agrees that all restrictions contained herein are reasonable and valid and all defences to the strict enforcement thereof by the Corporation are hereby foregoing being expressly waived by the Employee. If any covenant or provision of the clause is determined to be void or unenforceable in whole or in partExecutive hereby), it shall not be deemed to affect or impair being acknowledged and agreed by the validity of any other covenant or provision and subparagraphs 4.01 (c)(i) and (ii) hereof are herby declared to be separate and distinct covenants. The Employee acknowledges Executive hereby that damages at law will be an insufficient remedy to the Corporation in view of the irrevocable harm which will be suffered if the Employee violates thereof terms of this section and agrees that the Corporation may apply for an have injunctive relief in any court of competent jurisdiction specifically to enforce any such covenants upon the breach or threatened breach thereof and hereby waives all defences will cause irreparable injury to the strict enforcement thereof Company and that money damages will not provide an adequate remedy to the Company. In addition, the Company may take all such other actions and remedies available to it under the law and in equity and shall be entitled to such damages as it can show it has sustained by the Corporationreason of such breach.

CONFIDENTIALITY, ETC. 5.1 The Employee acknowledges that in the course of carrying out, performing and fulfilling his responsibilities to the Corporation hereunder he will have access to and will be entrusted with detailed confidential information and trade secrets relating to the present and contemplated services, techniques and modes of merchandising, marketing techniques, inventions and routines of the Business and concerning the customers of the Corporation, their names, addresses, tastes, preferences and particular requirements, the disclosure of any of which confidential information and trade secrets to competitors of the Corporation or to the general public would be highly detrimental to the best interests of the Corporation. The Employee further acknowledges that in the course of providing his duties to the Corporation hereunder he may be the principal representative of the Corporation to many of the customers of the Corporation and as such will be significantly responsible for maintaining or enhancing the goodwill of the Corporation with such customers. The Employee acknowledges Executive covenants and agrees that the right to maintain the confidentiality of such he shall treat as confidential all information and financial matters of the Company and its subsidiaries and affiliates, other than information which becomes generally available to the public otherwise than through disclosure by the Executive (collectively "Confidential Information"), including, without limitation, trade secrets, client lists, pricing policies, operational methods, research projects and the right to preserve its goodwilltechnical processes, constitute proprietary rights which the Corporation is entitled to protect. Accordinglyand that he shall not disclose, the Employee covenants and agrees with the Corporation that: (a) he will not, either during the term of this Agreement communicate or at divulge any time thereafter, disclose any of such detailed confidential information and trade secrets Confidential Information to any person nor shall he use the same for any purpose or entity other than the purpose Company or its affiliates and that he shall not use any Confidential Information for the benefit of any person or entity other than the Company or its affiliates unless expressly authorized in writing by the Board; PROVIDED, HOWEVER, that the foregoing shall not preclude the Executive from divulging information in what he reasonably and in good faith believes is in the ordinary cause of the Corporation nor will he disclose Company's business or use for any purpose other than those of the Corporation the private affairs of the Corporation or any other information which he may acquire is required to be disclosed pursuant to regulatory requirement to regulatory agencies. 5.2 The Executive agrees that during the course of the Agreement with relation to the business period he is employed hereunder and affairs of the Corporation; (b) he will not, at any time after the termination of the Agreement, call on, solicit or take away, directly or indirectly, any of the customers of the Corporation or persons in the habit of dealing with the Corporation, either for himself or for any other person, firm or corporation; and (c) Provided that he receives at the commencement of a one (1) year period following the termination of the Agreement, an amount equal to the amount described in paragraph 3.01 (a) hereof, the Employee will not at any time within the period of one (1) year following thereafter, he will not, without the termination prior written consent of the AgreementCompany, either individually directly or in partnership or jointly or in conjunction with indirectly (including without limitation by assisting any partnership or jointly or in conjunction with any other person or persons, firm association, syndicate, company entity to do so or corporation as principal, agent, shareholder or in identifying for any other manner whatsoever carry on person or be engaged in entity), (a) solicit, entice, persuade, or concerned with induce any employee, director, officer, associate, or interested in substantially full-time consultant, agent or advise, lend money to, guarantee independent contractor of the debts Company or obligations of its affiliates (i) to terminate such person's employment or permit his name engagement by the Company or any part thereof an affiliate or (ii) to be used or become employed by or associated with any person or personsperson, firm, associationspartnership, syndicatecorporation, company or corporation engaged in other entity other than the Company or concerned with its affiliates nor (b) solicit or interested in, transact any business selling survey software now with any prior (within six (6) months of termination) or at any time during the course then current customer and/or client of the Company or its affiliates. 5.3 If the Executive commits a material breach of any of the provisions of Sections 5.1 or 5.2 above, the Company shall have the right to have the provisions of this Agreement carried on specifically enforced by any court having equity jurisdiction without being required to post bond or other security and without having to prove the Corporation: inadequacy of the available remedies at law (i) within the Countries of Canada, United States or the United Kingdom. The Employee agrees that all restrictions contained herein are reasonable and valid and all defences to the strict enforcement thereof by the Corporation are hereby foregoing being expressly waived by the Employee. If any covenant or provision of the clause is determined to be void or unenforceable in whole or in partExecutive hereby), it shall not be deemed to affect or impair being acknowledged and agreed by the validity of any other covenant or provision and subparagraphs 4.01 (c)(i) and (ii) hereof are herby declared to be separate and distinct covenants. The Employee acknowledges Executive hereby that damages at law will be an insufficient remedy to the Corporation in view of the irrevocable harm which will be suffered if the Employee violates thereof terms of this section and agrees that the Corporation may apply for an have injunctive relief in any court of competent jurisdiction specifically to enforce any such covenants upon the breach or threatened breach thereof and hereby waives all defences will cause irreparable injury to the strict enforcement thereof Company and that money damages will not provide an adequate remedy to the Company. In addition, the Company may take all such other actions and remedies available to it under the law and in equity and shall be entitled to such damages as it can show it has sustained by the Corporationreason of such breach.

CONFIDENTIALITY, ETC. The Employee acknowledges that Executive will not willfully divulge, furnish or make accessible to anyone (otherwise than in the regular course of carrying outbusiness of the Telemundo Holdings Group) any confidential information, performing and fulfilling his responsibilities to the Corporation hereunder he will have access to and will be entrusted with detailed confidential information and plans or materials or trade secrets of the Telemundo Holdings Group, or with respect to any other confidential or secret aspects of the business of the Telemundo Holdings Group; PROVIDED, HOWEVER, that during his employment, Executive shall have the latitude customarily given a corporate president to disclose information in good faith for the benefit of the Company and its stockholders (taken as a whole). All memoranda, notes, lists, records and other documents or papers (and all copies thereof), including such items stored in computer memories, on microfiche or by any other means, made or compiled by or on behalf of Executive, or made available to him relating to the present Telemundo Holdings Group are and contemplated servicesshall be the Company's property and shall be delivered to the Company promptly upon the termination of his employment with the Company; PROVIDED, techniques and modes HOWEVER, that (i) this obligation shall not apply to information that (A) is not confidential (other than as a result of merchandisingExecutive's breach of this Section), marketing techniques, inventions and routines (B) does not contain certain trade secrets of the Business and concerning the customers of the CorporationCompany or (C) is limited to Executive's personal "rolodex" files or papers relating to personal matters, their names, addresses, tastes, preferences and particular requirements, the disclosure of any of which confidential information and trade secrets to competitors of the Corporation or to the general public would be highly detrimental to the best interests of the Corporation. The Employee further acknowledges that in the course of providing his duties to the Corporation hereunder he may be the principal representative of the Corporation to many of the customers of the Corporation and as such will be significantly responsible for maintaining or enhancing the goodwill of the Corporation with such customers. The Employee acknowledges and agrees that (ii) Executive shall have the right to maintain retain and use such of the confidentiality of such confidential information foregoing as shall be reasonably necessary to enforce his rights under this Agreement and trade secretsto comply with and enforce his rights, and including the right to preserve its goodwilldefend himself against claims, constitute proprietary rights which provided copies of such retained information are provided to the Corporation Company and the retained information remain subject to the provision of this Section, and (iii) Executive shall have no obligation to return information that is entitled to protectno longer in his possession, custody or control. AccordinglyThis Section 10 shall survive the expiration or termination of this Agreement, the Employee covenants Employment Period and agrees with the Corporation that: (a) he will not, either during the term of this Agreement or at any time thereafteremployment; PROVIDED, disclose any of such detailed confidential information and trade secrets HOWEVER, that if Executive's employment is terminated pursuant to any person nor shall he use the same for any purpose other than the purpose of the Corporation nor will he disclose or use for any purpose other than those of the Corporation the private affairs of the Corporation or any other information which he may acquire during the course of the Agreement with relation to the business and affairs of the Corporation; (bSection 9(c) he will not, at any time after the termination of the Agreement, call on, solicit or take away, directly or indirectly, any of the customers of the Corporation or persons in the habit of dealing with the Corporation, either for himself or for any other personOther Good Reason Event (as defined in Section 9(d)), firm or corporation; and (cthen this Section 10 will terminate subject to Section 9(c) Provided that he receives at on the commencement of a one (1) year period following the termination of the Agreement, an amount equal to the amount described in paragraph 3.01 (a) hereof, the Employee will not at any time within the period of one (1) year following the termination of the Agreement, either individually or in partnership or jointly or in conjunction with any partnership or jointly or in conjunction with any person or persons, firm association, syndicate, company or corporation as principal, agent, shareholder or in any other manner whatsoever carry on or be engaged in or concerned with or interested in or advise, lend money to, guarantee the debts or obligations of or permit his name or any part thereof to be used or employed by or associated with any person or persons, firm, associations, syndicate, company or corporation engaged in or concerned with or interested in, any business selling survey software now or at any time during the course of the Agreement carried on by the Corporation: (i) within the Countries of Canada, United States or the United Kingdom. The Employee agrees that all restrictions contained herein are reasonable and valid and all defences to the strict enforcement thereof by the Corporation are hereby waived by the Employee. If any covenant or provision of the clause is determined to be void or unenforceable in whole or in part, it shall not be deemed to affect or impair the validity of any other covenant or provision and subparagraphs 4.01 (c)(i) and (ii) hereof are herby declared to be separate and distinct covenants. The Employee acknowledges that damages at law will be an insufficient remedy to the Corporation in view of the irrevocable harm which will be suffered if the Employee violates thereof terms of this section and agrees that the Corporation may apply for an have injunctive relief in any court of competent jurisdiction specifically to enforce any such covenants upon the breach or threatened breach thereof and hereby waives all defences to the strict enforcement thereof by the CorporationEntitlement Date.

CONFIDENTIALITY, ETC. (a) The Employee acknowledges that in information about the course of carrying outCompany, performing and fulfilling his responsibilities which has been disclosed to the Corporation hereunder he will have access to and will be entrusted undersigned in connection with detailed confidential information and trade secrets relating to the present and contemplated services, techniques and modes of merchandising, marketing techniques, inventions and routines undersigned’s purchase of the Business and concerning the customers Shares, is deemed to be “Confidential Information” of the Corporation, their names, addresses, tastes, preferences and particular requirements, the disclosure of any of which confidential information and trade secrets to competitors of the Corporation or to the general public would be highly detrimental to the best interests of the Corporation. The Employee further acknowledges that in the course of providing his duties to the Corporation hereunder he may be the principal representative of the Corporation to many of the customers of the Corporation and as such will be significantly responsible for maintaining or enhancing the goodwill of the Corporation with such customers. The Employee acknowledges and agrees that the right to maintain the confidentiality of such confidential information and trade secretsCompany, and the right undersigned represents and warrants to, and hereby agrees with, the Company, that unless the Company has consented in writing to preserve its goodwillthe contrary, constitute proprietary rights the undersigned will use the undersigned’s best efforts not to disclose such Confidential Information to others or use any part of such Confidential Information that has been disclosed to the undersigned, except any part thereof (i) which may be in the public domain, or (ii) which may be independently disclosed to the undersigned by any third party not itself in a confidential relationship with the Company, or (iii) which may already be in possession (otherwise than through disclosure by the Company or by any third party that is in a confidential relationship with the Company) of the undersigned, or (iv) which the Corporation undersigned may be required to disclose by order of a court or administrative agency having competent jurisdiction; provided, however, that this paragraph shall be terminated and be of no force or effect with respect to any such Confidential Information upon such Confidential Information becoming a part of the public domain through action by anyone other than the undersigned. (b) The undersigned is entitled aware that Company is a publicly-traded company and that United States Securities laws prohibit any person who has received from an issuer material, non-public information (i) from purchasing or selling securities of such issuer; (ii) from communicating such information to protectany other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities. Accordingly, the Employee covenants undersigned shall not directly or indirectly engage in the aforementioned conduct while it is in possession of material, non-public information and agrees with does hereby agree to indemnify, defend and hold harmless the Corporation that: Company and its officers, directors, employees, affiliates, agents and representatives, from and against any and all damages (aincluding reasonable attorneys’ fees and costs) he will not, either during the term incurred by any of them as a result of breach of this Agreement provision by the undersigned or at any time thereafter, disclose any of such detailed confidential information its officers, directors, employees, affiliates, agents and trade secrets to any person nor representatives. This Section 19 shall he use survive the same for any purpose other than the purpose purchase and sale of the Corporation nor will he disclose or use Shares hereby for any purpose other than those of the Corporation the private affairs of the Corporation or any other information which he may acquire during the course of the Agreement with relation to the business and affairs of the Corporation; (b) he will not, at any time after the termination of the Agreement, call on, solicit or take away, directly or indirectly, any of the customers of the Corporation or persons in the habit of dealing with the Corporation, either for himself or for any other person, firm or corporation; and (c) Provided that he receives at the commencement of a one (1) year period following the termination of the Agreement, an amount equal to the amount described in paragraph 3.01 (a) hereof, the Employee will not at any time within the period of one (1) year following the termination of the Agreement, either individually or in partnership or jointly or in conjunction with any partnership or jointly or in conjunction with any person or persons, firm association, syndicate, company or corporation as principal, agent, shareholder or in any other manner whatsoever carry on or be engaged in or concerned with or interested in or advise, lend money to, guarantee the debts or obligations of or permit his name or any part thereof to be used or employed by or associated with any person or persons, firm, associations, syndicate, company or corporation engaged in or concerned with or interested in, any business selling survey software now or at any time during the course of the Agreement carried on by the Corporation: (i) within the Countries of Canada, United States or the United Kingdom. The Employee agrees that all restrictions contained herein are reasonable and valid and all defences to the strict enforcement thereof by the Corporation are hereby waived by the Employee. If any covenant or provision of the clause is determined to be void or unenforceable in whole or in part, it shall not be deemed to affect or impair the validity of any other covenant or provision and subparagraphs 4.01 (c)(i) and (ii) hereof are herby declared to be separate and distinct covenants. The Employee acknowledges that damages at law will be an insufficient remedy to the Corporation in view of the irrevocable harm which will be suffered if the Employee violates thereof terms parties’ execution of this section and agrees that the Corporation may apply for an have injunctive relief in any court of competent jurisdiction specifically to enforce any such covenants upon the breach or threatened breach thereof and hereby waives all defences to the strict enforcement thereof by the CorporationSubscription Agreement.