Common use of Confidentiality; Inventions; Product Development, Etc Clause in Contracts

Confidentiality; Inventions; Product Development, Etc. (a) Employee agrees and covenants that, at any time during employment by Employer (which, for purposes of Sections 7 and 8 hereof shall include Employer's subsidiaries and affiliates) or thereafter, he will not (without first obtaining the written permission of Employer) (i) at any time during employment by Employer and thereafter divulge to any person or entity, nor use (either himself or in connection with any business) any "Confidential Information" (as hereinafter defined in Section 7(c) hereof) and (ii) at any time during employment by Employer and thereafter, divulge to any person or entity, nor use (either himself or in connection with any business) any "Trade Secrets" (as hereinafter defined in Section 7(c) hereof) to which he may have had access or which had been revealed to him during the course of his employment unless such disclosure is pursuant to a court order, disclosure in litigation involving the Employer or in any reports or applications required by law to be filed with any governmental agency. (b) Employee hereby grants to Employer or its nominee all rights of every kind whatsoever, exclusively and perpetually, in and to all services performed, products created and product ideas conceived by Employee for Employer or its nominee, and hereby agrees, upon Employer's request therefor, to assign and transfer to Employer or its nominee, any and all inventions, Trade Secrets, product ideas, improvements, processes, Confidential Information and "know how" relating to the business or products of Employer or any subsidiary or division thereof, including any thereof which Employee may learn, possess or acquire during Employee's employment by Employer, and agrees that all such things and such knowledge are, and will be, the sole and exclusive property of Employer or its nominee, and are known or held by Employee only for the benefit of Employer or its nominee. (c) As used in this Agreement, the term "Confidential Information" shall mean and include all information and data in respect of Employer's operations, financial condition, products, customers and business (including, without limitation, artwork, photographs, specifications, facsimiles, samples, business, marketing or promotional plans, creative written material and information relating to characters, concepts, names, trademarks and copyrights) which may be communicated to Employee or to which Employee may have access in the course of Employee's employment by Employer. Notwithstanding the foregoing, the term "Confidential Information" shall not include information which:

Confidentiality; Inventions; Product Development, Etc. (ai) Employee Participant agrees and covenants that, that at any time during employment by Employer Participant’s Service with Company or one of its Subsidiaries (which, for purposes all of Sections 7 and 8 hereof which shall include Employer's subsidiaries and affiliatesbe referred to as the “Company Group”) or thereafter, he will not Participant (without first obtaining the written permission of Employerthe Board): (1) (i) at any time during employment by Employer and thereafter will not divulge to any person or entity, nor use (either himself individually or in connection with any business) any "“Confidential Information" ” (as hereinafter defined in Section 7(cdefined); (2) hereof) and (ii) at any time during employment by Employer and thereafter, will not divulge to any person or entity, nor use (either himself individually or in connection with any business) any "“Trade Secrets" ” (as hereinafter defined in Section 7(c) hereofdefined) to which he Participant may have had access or which that had been revealed to him Participant during the course of his employment unless such disclosure is pursuant to a court orderParticipant’s Service; and (3) will not, disclosure directly or indirectly, use or disclose any Confidential Information or Trade Secrets except in litigation involving connection with the Employer or in any reports or applications required by law to be filed with any governmental agencyParticipant’s Service. (bii) Employee Participant hereby grants to Employer Company, its successor or its nominee all rights of every kind whatsoever, exclusively and perpetually, in and to all services performed, products created and product ideas conceived by Employee Participant for Employer or its nomineethe Company Group, and hereby agrees, upon Employer's the Company’s request therefor, to assign and transfer to Employer Company Group or its nominee, any and all inventions, Trade Secrets, product ideas, improvements, processes, Confidential Information and "know how" know-how relating to the business or products of Employer Company or any subsidiary Subsidiary or division thereof, including any thereof which Employee that Participant may learn, possess or acquire during Employee's employment by EmployerParticipant’s Service, and agrees that all such things and such knowledge are, and will be, the sole and exclusive property of Employer the Company or its nominee, and are known or held by Employee Participant only for the benefit of Employer the Company or its nominee. (ciii) As used in this Agreement, the term "“Confidential Information" ” shall mean and include all information and data in respect of Employer's data, oral, written or otherwise, concerning the operations, financial condition, products, pricing, customers and business (including, without limitation, artwork, photographs, specifications, facsimiles, samples, business, marketing or promotional plans, creative written material and information relating to characters, concepts, names, trademarks and copyrights) which ), electronic data and information contained on the intranet websites of the Company Group, pass codes, customer agreements and contracts, special requirements of customers and other proprietary information of the Company Group as may be communicated to Employee Participant or to which Employee Participant may have access in the course of Employee's employment by EmployerParticipant’s Service. Notwithstanding the foregoing, the term "Confidential Information" Information shall not include information which:that: (a) at the time of the disclosure is a part of the public domain through no act or omission by Participant; and (b) information a court of law or other administrative agency by subpoena or other mandate determines is not subject to protection pursuant to applicable rules of civil procedure, provided, however, that Participant first gives notice to the Company Group of his or her receipt of such subpoena or other order and Participant gives Company Group reasonable time to seek a protective order opposing such disclosure.

Confidentiality; Inventions; Product Development, Etc. (ai) Employee Grantee agrees and covenants that, that at any time during employment by Employer Grantee’s Service with Company or one of its Subsidiaries (which, for purposes all of Sections 7 and 8 hereof which shall include Employer's subsidiaries and affiliatesbe referred to as the “Company Group”) or thereafter, he will not Grantee (without first obtaining the written permission of Employerthe Board): (1) (i) at any time during employment by Employer and thereafter will not divulge to any person or entity, nor use (either himself individually or in connection with any business) any "“Confidential Information" ” (as hereinafter defined in Section 7(cdefined); (2) hereof) and (ii) at any time during employment by Employer and thereafter, will not divulge to any person or entity, nor use (either himself individually or in connection with any business) any "“Trade Secrets" ” (as hereinafter defined in Section 7(c) hereofdefined) to which he Grantee may have had access or which that had been revealed to him Grantee during the course of his employment unless such disclosure is pursuant to a court orderGrantee’s Service; and (3) will not, disclosure directly or indirectly, use or disclose any Confidential Information or Trade Secrets except in litigation involving connection with the Employer or in any reports or applications required by law to be filed with any governmental agencyGrantee’s Service. (bii) Employee Grantee hereby grants to Employer Company, its successor or its nominee all rights of every kind whatsoever, exclusively and perpetually, in and to all services performed, products created and product ideas conceived by Employee Grantee for Employer or its nomineethe Company Group, and hereby agrees, upon Employer's the Company’s request therefor, to assign and transfer to Employer Company Group or its nominee, any and all inventions, Trade Secrets, product ideas, improvements, processes, Confidential Information and "know how" know-how relating to the business or products of Employer Company or any subsidiary Subsidiary or division thereof, including any thereof which Employee that Grantee may learn, possess or acquire during Employee's employment by EmployerGrantee’s Service, and agrees that all such things and such knowledge are, and will be, the sole and exclusive property of Employer the Company or its nominee, and are known or held by Employee Grantee only for the benefit of Employer the Company or its nominee. (ciii) As used in this Agreement, the term "“Confidential Information" ” shall mean and include all information and data in respect of Employer's data, oral, written or otherwise, concerning the operations, financial condition, products, pricing, customers and business (including, without limitation, artwork, photographs, specifications, facsimiles, samples, business, marketing or promotional plans, creative written material and information relating to characters, concepts, names, trademarks and copyrights) which ), electronic data and information contained on the intranet websites of the Company Group, pass codes, customer agreements and contracts, special requirements of customers and other proprietary information of the Company Group as may be communicated to Employee Grantee or to which Employee Grantee may have access in the course of Employee's employment by EmployerGrantee’s Service. Notwithstanding the foregoing, the term "Confidential Information" Information shall not include information which:that: (a) at the time of the disclosure is a part of the public domain through no act or omission by Grantee; and (b) information a court of law or other administrative agency by subpoena or other mandate determines is not subject to protection pursuant to applicable rules of civil procedure, provided, however, that Grantee first gives notice to the Company Group of his or her receipt of such subpoena or other order and Grantee gives Company Group reasonable time to seek a protective order opposing such disclosure.

Confidentiality; Inventions; Product Development, Etc. (a) Employee agrees and covenants that, that at any time during his/her employment by Employer PSAV Holdings LLC, a Delaware limited liability company, or one of its subsidiaries (which, for purposes all of Sections 7 and 8 hereof which shall include Employer's subsidiaries and affiliatesbe referred to as the “Company Group”) or thereafter, he will not Employee (without first obtaining the written permission of the President of Employer) ): (i) at any time during employment by Employer and thereafter will not divulge to any person or entity, nor use (either himself individually or in connection with any business) any "“Confidential Information" ” (as hereinafter defined in Section 7(c) hereof) defined); and (ii) at any time during employment by Employer and thereafter, will not divulge to any person or entity, nor use (either himself individually or in connection with any business) any "“Trade Secrets" ” (as hereinafter defined in Section 7(c) hereofdefined) to which he Employee may have had access or which had been revealed to him Employee during the course of his Employee’s employment unless such disclosure is pursuant to a court order, disclosure in litigation involving with the Employer or in any reports or applications required by law to be filed with any governmental agencyCompany Group. (b) Employee hereby grants to Employer the Company Group or its successor or nominee all rights of every kind whatsoever, exclusively and perpetually, in and to all services performed, products created and product ideas conceived by Employee for Employer the Company Group or its nominee, and hereby agrees, upon Employer's the Company Group’s request therefor, to assign and transfer to Employer the Company Group or its nominee, any and all inventions, Trade Secrets, product ideas, improvements, processes, Confidential Information and "“know how" ” relating to the business or products of Employer or any subsidiary or division thereofthe Company Group, including any thereof which Employee may learn, possess or acquire during Employee's ’s employment by Employerthe Company Group, and agrees that all such things and such knowledge are, and will be, the sole and exclusive property of Employer the Company Group or its nominee, and are known or held by Employee only for the benefit of Employer the Company Group or its nominee. (c) As used in this Agreement, the term "“Confidential Information" ” shall mean and include all information and data in respect of Employer's data, oral, written or otherwise, concerning the Company Group’s operations, financial condition, products, pricing, customers and business (including, without limitation, artwork, photographs, specifications, facsimiles, samples, business, marketing or promotional plans, creative written material and information relating to characters, concepts, names, trademarks and copyrights), electronic data and information contained on Employer’s (or its affiliated companies) intranet websites, pass codes, customer agreements and contracts, special requirements of customers and other proprietary information which may be communicated to Employee or to which Employee may have access in the course of Employee's ’s employment by Employerthe Company Group. Notwithstanding the foregoing, the term "“Confidential Information" ” shall not include information which:: (i) at the time of the disclosure is a part of the public domain through no act or omission by Employee; and (ii) information a court of law or other administrative agency by subpoena or other mandate determines is not subject to protection pursuant to applicable rules of civil procedure, provided, however, that Employee first gives the Company Group notice of his receipt of such subpoena or other order and Employee gives the Company Group reasonable time to seek a protective order opposing such disclosure.

Confidentiality; Inventions; Product Development, Etc. (a) Employee agrees and covenants that, at any time during employment by Employer (which, for purposes of Sections 7 and 8 hereof shall include Employer's subsidiaries and affiliates) or thereafter, he will not (without first obtaining the written permission of Employer) (i) at any time during employment by Employer and thereafter for a period of three (3) years thereafter, divulge to any person or entity, nor use (either himself or in connection with any business) any "Confidential Information" (as hereinafter defined in Section 7(c) hereof) and (ii) at any time during employment by Employer and thereafter, divulge to any person or entity, nor use (either himself or in connection with any business) any "Trade Secrets" (as hereinafter defined in Section 7(c) hereof) to which he may have had access or which had been revealed to him during the course of his employment unless such disclosure is pursuant to a court order, disclosure in litigation involving the Employer or in any reports or applications required by law to be filed with any governmental agency. (b) Employee hereby grants to Employer or its nominee all rights of every kind whatsoever, exclusively and perpetually, in and to all services performed, products created and product ideas conceived by Employee for Employer or its nominee, and hereby agrees, upon Employer's request therefor, to assign and transfer to Employer or its nominee, any and all inventions, Trade Secrets, product ideas, improvements, processes, Confidential Information and "know how" relating to the business or products of Employer or any subsidiary or division thereof, including any thereof which Employee may learn, possess or acquire during Employee's employment by Employer, and agrees that all such things and such knowledge are, and will be, the sole and exclusive property of Employer or its nominee, and are known or held by Employee only for the benefit of Employer or its nominee. Any patent, trademark, servicemark or copyright applications and patents, trademarks, servicemarks or copyrights developed, obtained or conceived by Employee while employed or engaged by Employer which relate to the business or product development activities of Employer or its nominee, as well as all physical embodiments of Confidential Information, shall be and remain the sole exclusive property of Employer, or its nominee. At Employer's request, Employee will execute any and all applications, assignments or other instruments which Employer or its nominee shall deem necessary to apply for and obtain Letters Patent of the United States or any foreign country or to protect otherwise Employer's interest therein. (c) As used in this Agreement, the term "Confidential Information" shall mean and include all information and data in respect of Employer's operations, financial condition, products, customers and business (including, without limitation, artwork, photographs, specifications, facsimiles, samples, business, marketing or promotional plans, creative written material and information relating to characters, concepts, names, trademarks and copyrights) which may be communicated to Employee or to which Employee may have access in the course of Employee's employment by Employer. Notwithstanding the foregoing, the term "Confidential Information" shall not include information which:employment

Confidentiality; Inventions; Product Development, Etc. (a) Employee agrees and covenants that, that at any time during his/her employment by Employer PSAV Holdings LLC, a Delaware limited liability company (which“Holdings”), for purposes or one of Sections 7 and 8 hereof its subsidiaries (all of which shall include Employer's subsidiaries and affiliatesbe referred to as the “Company Group”) or thereafter, he will not Employee (without first obtaining the written permission of Employer) the Board of Managers of Holdings (the “Board”)): (i) at any time during employment by Employer and thereafter will not divulge to any person or entity, nor use (either himself individually or in connection with any business) any "“Confidential Information" ” (as hereinafter defined in Section 7(c) hereof) defined); and (ii) at any time during employment by Employer and thereafter, will not divulge to any person or entity, nor use (either himself individually or in connection with any business) any "“Trade Secrets" ” (as hereinafter defined in Section 7(c) hereofdefined) to which he Employee may have had access or which had been revealed to him Employee during the course of his Employee’s employment unless such disclosure is pursuant to a court order, disclosure in litigation involving with the Employer or in any reports or applications required by law to be filed with any governmental agencyCompany Group. (b) Employee hereby grants to Employer the Company Group or its successor or nominee all rights of every kind whatsoever, exclusively and perpetually, in and to all services performed, products created and product ideas conceived by Employee for Employer the Company Group or its nominee, and hereby agrees, upon Employer's the Company Group’s request therefor, to assign and transfer to Employer the Company Group or its nominee, any and all inventions, Trade Secrets, product ideas, improvements, processes, Confidential Information and "“know how" ” relating to the business or products of Employer or any subsidiary or division thereofthe Company Group, including any thereof which Employee may learn, possess or acquire during Employee's ’s employment by Employerthe Company Group, and agrees that all such things and such knowledge are, and will be, the sole and exclusive property of Employer the Company Group or its nominee, and are known or held by Employee only for the benefit of Employer the Company Group or its nominee. (c) As used in this Agreement, the term "“Confidential Information" ” shall mean and include all information and data in respect of Employer's data, oral, written or otherwise, concerning the Company Group’s operations, financial condition, products, pricing, customers and business (including, without limitation, artwork, photographs, specifications, facsimiles, samples, business, marketing or promotional plans, creative written material and information relating to characters, concepts, names, trademarks and copyrights), electronic data and information contained on Employer’s (or its affiliated companies) intranet websites, pass codes, customer agreements and contracts, special requirements of customers and other proprietary information which may be communicated to Employee or to which Employee may have access in the course of Employee's ’s employment by Employerthe Company Group. Notwithstanding the foregoing, the term "“Confidential Information" ” shall not include information which:: (i) at the time of the disclosure is a part of the public domain through no act or omission by Employee; and (ii) information a court of law or other administrative agency by subpoena or other mandate determines is not subject to protection pursuant to applicable rules of civil procedure, provided, however, that Employee first gives the Company Group notice of his receipt of such subpoena or other order and Employee gives the Company Group reasonable time to seek a protective order opposing such disclosure.

Confidentiality; Inventions; Product Development, Etc. (a) Employee agrees and covenants that, at any time during employment by Employer PSAV Holdings LLC, a Delaware limited liability company, or one of its subsidiaries (which, for purposes all of Sections 7 and 8 hereof which shall include Employer's subsidiaries and affiliatesbe referred to as the “Company Group”) or thereafter, he will not (without first obtaining the written permission of Employer) (i) at any time during employment by Employer the Company Group and thereafter divulge to any person or entity, nor use (either himself or in connection with any business) any "“Confidential Information" ” (as hereinafter defined in Section 7(c) hereof) and (ii) at any time during employment by Employer the Company Group and thereafter, divulge to any person or entity, nor use (either himself or in connection with any business) any "“Trade Secrets" ” (as hereinafter defined in Section 7(c) hereof) to which he may have had access or which had been revealed to him during the course of his employment unless such disclosure is pursuant to a court order, disclosure in litigation involving the Employer Company Group or in any reports or applications required by law to be filed with any governmental agency. (b) Employee hereby grants to Employer the Company Group or its nominee all rights of every kind whatsoever, exclusively and perpetually, in and to all services performed, products created and product ideas conceived by Employee for Employer the Company Group or its nominee, and hereby agrees, upon Employer's the Company Group’s request therefor, to assign and transfer to Employer the Company Group or its nominee, any and all inventions, Trade Secrets, product ideas, improvements, processes, Confidential Information and "“know how" ” relating to the business or products of Employer or any subsidiary or division thereofthe Company Group, including any thereof which Employee may learn, possess or acquire during Employee's ’s employment by Employerthe Company Group, and agrees that all such things and such knowledge are, and will be, the sole and exclusive property of Employer the Company Group or its nominee, and are known or held by Employee only for the benefit of Employer the Company Group or its nominee. (c) As used in this Agreement, the term "“Confidential Information" ” shall mean and include all information and data in respect of Employer's the Company Group’s operations, financial condition, products, customers and business (including, without limitation, artwork, photographs, specifications, facsimiles, samples, business, marketing or promotional plans, creative written material and information relating to characters, concepts, names, trademarks and copyrights) which may be communicated to Employee or to which Employee may have access in the course of Employee's ’s employment by Employerthe Company Group. Notwithstanding the foregoing, the term "“Confidential Information" ” shall not include information which:

Confidentiality; Inventions; Product Development, Etc. (a) Employee agrees and covenants that, that at any time during his/her employment by Employer (which, for purposes of Sections 7 and 8 hereof shall include Employer's subsidiaries and affiliates) or thereafter, he will not Employee (without first obtaining the written permission of the President of Employer) ): (i) at any time during employment by Employer and thereafter will not divulge to any person or entity, nor use (either himself individually or in connection with any business) any "“Confidential Information" ” (as hereinafter defined in Section 7(c) hereof) and defined); and, (ii) at any time during employment by Employer and thereafter, will not divulge to any person or entity, nor use (either himself individually or in connection with any business) any "“Trade Secrets" ” (as hereinafter defined in Section 7(c) hereofdefined) to which he Employee may have had access or which had been revealed to him Employee during the course of his employment unless such disclosure is pursuant to a court order, disclosure in litigation involving the Employer or in any reports or applications required by law to be filed with any governmental agencyEmployee’s employment. (b) Employee hereby grants to Employer Employer, its successor or its nominee all rights of every kind whatsoever, exclusively and perpetually, in and to all services performed, products created and product ideas conceived by Employee for Employer or its nominee, and hereby agrees, upon Employer's ’s request therefor, to assign and transfer to Employer or its nominee, any and all inventions, Trade Secrets, product ideas, improvements, processes, Confidential Information and "“know how" ” relating to the business or products of Employer or any subsidiary or division thereof, including any thereof which Employee may learn, possess or acquire during Employee's ’s employment by Employer, and agrees that all such things and such knowledge are, and will be, the sole and exclusive property of Employer or its nominee, and are known or held by Employee only for the benefit of Employer or its nominee. (c) As used in this Agreement, the term "“Confidential Information" ” shall mean and include all information and data in respect of data, oral, written or otherwise, concerning Employer's ’s operations, financial condition, products, pricing, customers and business (including, without limitation, artwork, photographs, specifications, facsimiles, samples, business, marketing or promotional plans, creative written material and information relating to characters, concepts, names, trademarks and copyrights), electronic data and information contained on Employer’s (or its affiliated companies) intranet websites, pass codes, customer agreements and contracts, special requirements of customers and other proprietary information which may be communicated to Employee or to which Employee may have access in the course of Employee's ’s employment by Employer. Notwithstanding the foregoing, the term "“Confidential Information" ” shall not include information which:: (i) at the time of the disclosure is a part of the public domain through no act or omission by Employee; and, (ii) information a court of law or other administrative agency by subpoena or other mandate determines is not subject to protection pursuant to applicable rules of civil procedure, provided, however, that Employee first gives Employer notice of its receipt of such subpoena or other order and Employee gives Employer reasonable time to seek a protective order opposing such disclosure.