Common use of Confidentiality; No Solicitation Clause in Contracts

Confidentiality; No Solicitation. (a) The Employee recognizes and acknowledges that the Employers’ and their affiliates’ trade secrets and confidential or proprietary information, are valuable, special and unique assets of their respective businesses. For purposes of this Agreement, a trade secret or confidential or proprietary information shall mean and include information treated as confidential or as a trade secret by the Employers or their affiliates, including but not limited to information regarding contemplated products, business and financial methods or practices, marketing techniques, customers, vendors, suppliers, trade secrets, training programs, manuals or materials, technical information, contracts, systems, procedures, mailing lists, know-how, trade names, improvements, pricing, price lists, or other data, business plans, litigation, regulatory investigations, strategy, code books, invoices and other financial statements, computer programs, software systems, databases, discs and printouts, other plans (technical or otherwise), customer and industry lists, supplier lists, correspondence, internal reports, personnel files, employee compensation, sales and advertising material which is or was used in the business of the Employers or their affiliates. (b) As of the Termination Date, the Employee will not, in whole or in part, disclose such trade secrets or confidential or proprietary information to any person, firm, corporation, association or other entity for any reason or purpose whatsoever, or make use of any such property for his own purposes or for the benefit of any person, firm, corporation or other entity (except the Employers) under any circumstances unless compelled to do so by applicable law. The Employee’s obligation under this Section shall not apply to any information that is generally available to the public, hereafter becomes available to the public without the fault of the Employee or is considered to be generic industry practice. The Employee agrees and acknowledges that all of such information, in any form, and copies and extracts thereof, are and shall remain the sole and exclusive property of the Employers and the Employee shall return to the Employers the originals and all copies of any such information provided to or acquired by the Employee in connection with the performance of his duties for the Employers, and shall return to the Employers all files, correspondence and/or other communications received, maintained and/or originated by the Employee during the course of his relationship with the Employers, and no copy of any such information shall be retained by him. (c) The Employee acknowledges that the agreements and covenants contained in this Section are essential to protect the value of the Employers’ respective businesses and assets and by virtue of his relationship with the Employers, the Employee has obtained knowledge, contacts, know-how, training, experience and other information relating to the Employers’ business operations, and there is a substantial probability that such knowledge, know-how, negative know-how, contacts, training, experience and information could be used to the substantial advantage of a competitor of the Employers and to the Employers’ substantial detriment. Accordingly, the Employee agrees that for a period of twelve (12) months from the Termination Date, the Employee will not directly or indirectly, by or for himself, or as the agent of another: (i) In any way solicit, induce or hire or attempt to solicit, induce or hire any employee, officer, representative, consultant, or other agent of the Employers or any of their affiliates (whether such person is presently employed by the Employers or any such affiliate or may hereinafter be so employed), to leave the employ of the Employers or any such affiliate or otherwise interfere with the employment or business relationship between any such person and the Employers; (ii) In any way solicit, induce or hire or attempt to solicit, induce or hire any former employee, officer, representative, consultant or other agent of the Employers or any of their affiliates, except for any employee, officer, representative, consultant or agent who is terminated by the Employers or any of their affiliates for other than cause; or otherwise interfere with the employment or business relationship between any such person and the Employers; or (iii) In any way solicit or attempt to divert any clients or customers of the Employers or any of their affiliates as of or prior to the Termination Date for the purpose of obtaining an economic benefit. Employee warrants that these provisions will not unreasonably interfere with Employee’s ability to earn a living or to pursue Employee’s occupation after the Termination Date. (d) It is the desire and intent of the Parties that the provisions of this Section shall be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular portion of this Section shall be adjudicated to be invalid or unenforceable, this Section shall be deemed amended to delete therefrom the portion thus adjudicated to be invalid or unenforceable, such deletion to apply only with respect to the operation of this Section in the particular jurisdiction in which such adjudication is made. (e) If there is a breach or threatened breach of the provisions of this Section, the Employers or their affiliates shall be entitled to an injunction restraining the Employee from such breach. Nothing herein shall be construed as prohibiting the Employers from pursuing any other remedies for such breach.

Confidentiality; No Solicitation. (a) The Employee recognizes and acknowledges that the Employers’ and their affiliates’ trade secrets and confidential or proprietary information, are valuable, special and unique assets of their respective businesses. For purposes of this Agreement, a trade secret or confidential or proprietary information shall mean and include information treated as confidential or as a trade secret by the Employers or their affiliates, including but not limited to information regarding contemplated products, business and financial methods or practices, marketing techniques, customers, vendors, suppliers, trade secrets, training programs, manuals or materials, technical information, contracts, systems, procedures, mailing lists, know-how, trade names, improvements, pricing, price lists, or other data, business plans, litigation, regulatory investigations, strategy, code books, invoices and other financial statements, computer programs, software systems, databases, discs and printouts, other plans (technical or otherwise), customer and industry lists, supplier lists, correspondence, internal reports, personnel files, employee compensation, sales and advertising material which is or was used in the business of the Employers or their affiliates. (b) As of the Termination Date, the The Employee will not, in whole or in part, disclose such trade secrets or confidential or proprietary information to any person, firm, corporation, association or other entity for any reason or purpose whatsoever, or make use of any such property for his own purposes or for the benefit of any person, firm, corporation or other entity (except the Employers) under any circumstances unless compelled to do so by applicable law. The Employee’s obligation under this Section shall not apply to any information that is generally available to the public, hereafter becomes available to the public without the fault of the Employee or is considered to be generic industry practice. The Employee agrees and acknowledges that all of such information, in any form, and copies and extracts thereof, are and shall remain the sole and exclusive property of the Employers and the Employee shall return to the Employers the originals and all copies of any such information provided to or acquired by the Employee in connection with the performance of his duties for the Employers, and shall return to the Employers all files, correspondence and/or other communications received, maintained and/or originated by the Employee during the course of his relationship with the Employers, and no copy of any such information shall be retained by him. (c) The Employee acknowledges that the agreements and covenants contained in this Section are essential to protect the value of the Employers’ respective businesses and assets and by virtue of his relationship with the Employers, the Employee has obtained knowledge, contacts, know-how, training, experience and other information relating to the Employers’ business operations, and there is a substantial probability that such knowledge, know-how, negative know-how, contacts, training, experience and information could be used to the substantial advantage of a competitor of the Employers and to the Employers’ substantial detriment. Accordingly, the Employee agrees that for a period of twelve (12) months from the Termination Date, the Employee will not directly or indirectly, by or for himself, or as the agent of another: (i) In any way solicit, induce or hire or attempt to solicit, induce or hire any employee, officer, representative, consultant, or other agent of the Employers or any of their affiliates (whether such person is presently employed by the Employers or any such affiliate or may hereinafter be so employed), to leave the employ of the Employers or any such affiliate or otherwise interfere with the employment or business relationship between any such person and the Employers;; or (ii) In any way solicit, induce or hire or attempt to solicit, induce or hire any former employee, officer, representative, consultant or other agent of the Employers or any of their affiliates, except for any employee, officer, representative, consultant or agent who is terminated by the Employers or any of their affiliates for other than cause; or otherwise interfere with the employment or business relationship between any such person and the Employers; or (iii) In any way solicit or attempt to divert any clients or customers of the Employers or any of their affiliates as of or prior to the Termination Date for the purpose of obtaining an economic benefit; or (iv) In any way engage in the states of Colorado, Arizona, Texas, Tennessee or California in any business, directly or through any enterprise or other entity, that conducts the same business conducted by the Employers or any affiliate thereof. Employee warrants You warrant that these provisions will not unreasonably interfere with Employee’s in your ability to earn a living or to pursue Employee’s your occupation after the Termination Date. (d) It is the desire and intent of the Parties that the provisions of this Section shall be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular portion of this Section shall be adjudicated to be invalid or unenforceable, this Section shall be deemed amended to delete therefrom the portion thus adjudicated to be invalid or unenforceable, such deletion to apply only with respect to the operation of this Section in the particular jurisdiction in which such adjudication is made. (e) If there is a breach or threatened breach of the provisions of this Section, the Employers or their affiliates shall be entitled to an injunction restraining the Employee from such breach. Nothing herein shall be construed as prohibiting the Employers from pursuing any other remedies for such breach.

Confidentiality; No Solicitation. (a) The Employee recognizes and acknowledges that the Employers’ and their affiliates’ trade secrets and confidential or proprietary information, are valuable, special and unique assets of their respective businesses. For purposes of this Agreement, a trade secret or confidential or proprietary information shall mean and include information treated as confidential or as a trade secret by the Employers or their affiliates, including but not limited to information regarding contemplated products, business and financial methods or practices, marketing techniques, customers, vendors, suppliers, trade secrets, training programs, manuals or materials, technical information, contracts, systems, procedures, mailing lists, know-how, trade names, improvements, pricing, price lists, or other data, business plans, litigation, regulatory investigations, strategy, code books, invoices and other financial statements, computer programs, software systems, databases, discs and printouts, other plans (technical or otherwise), customer and industry lists, supplier lists, correspondence, internal reports, personnel files, employee compensation, sales and advertising material which is or was used in the business of the Employers or their affiliates. (b) As of the Termination Date, the The Employee will not, in whole or in part, disclose such trade secrets or confidential or proprietary information to any person, firm, corporation, association or other entity for any reason or purpose whatsoever, or make use of any such property for his own purposes or for the benefit of any person, firm, corporation or other entity (except the Employers) under any circumstances unless compelled to do so by applicable law. The Employee’s obligation under this Section shall not apply to any information that is generally available to the public, hereafter becomes available to the public without the fault of the Employee or is considered to be generic industry practice. The Employee agrees and acknowledges that all of such information, in any form, and copies and extracts thereof, are and shall remain the sole and exclusive property of the Employers and the Employee shall return to the Employers the originals and all copies of any such information provided to or acquired by the Employee in connection with the performance of his duties for the Employers, and shall return to the Employers all files, correspondence and/or other communications received, maintained and/or originated by the Employee during the course of his relationship with the Employers, and no copy of any such information shall be retained by him. (c) The Employee acknowledges that the agreements and covenants contained in this Section are essential to protect the value of the Employers’ respective businesses and assets and by virtue of his relationship with the Employers, the Employee has obtained knowledge, contacts, know-how, training, experience and other information relating to the Employers’ business operations, and there is a substantial probability that such knowledge, know-how, negative know-how, contacts, training, experience and information could be used to the substantial advantage of a competitor of the Employers and to the Employers’ substantial detriment. Accordingly, the Employee agrees that for a period of twelve (12) months from the Termination Date, the Employee will not directly or indirectly, by or for himself, or as the agent of another: (i) In any way solicit, induce or hire or attempt to solicit, induce or hire any employee, officer, representative, consultant, or other agent of the Employers or any of their affiliates (whether such person is presently employed by the Employers or any such affiliate or may hereinafter be so employed), to leave the employ of the Employers or any such affiliate or otherwise interfere with the employment or business relationship between any such person and the Employers; (ii) In any way solicit, induce or hire or attempt to solicit, induce or hire any former employee, officer, representative, consultant or other agent of the Employers or any of their affiliates, except for any employee, officer, representative, consultant or agent who is terminated by the Employers or any of their affiliates for other than cause; or otherwise interfere with the employment or business relationship between any such person and the Employers; or; (iii) In any way solicit or attempt to divert any clients or customers of the Employers or any of their affiliates as of or prior to the Termination Date for the purpose of obtaining an economic benefit; or (iv) In any way engage in the states of Colorado, Arizona, Texas, Tennessee or California in any business, directly or through any enterprise or other entity, that conducts the same business conducted by the Employers or any affiliate thereof. Employee warrants You warrant that these provisions will not unreasonably interfere with Employee’s in your ability to earn a living or to pursue Employee’s your occupation after the Termination Date. (d) It is the desire and intent of the Parties that the provisions of this Section shall be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular portion of this Section shall be adjudicated to be invalid or unenforceable, this Section shall be deemed amended to delete therefrom the portion thus adjudicated to be invalid or unenforceable, such deletion to apply only with respect to the operation of this Section in the particular jurisdiction in which such adjudication is made. (e) If there is a breach or threatened breach of the provisions of this Section, the Employers or their affiliates shall be entitled to an injunction restraining the Employee from such breach. Nothing herein shall be construed as prohibiting the Employers from pursuing any other remedies for such breach. (f) The Parties agree that Employee shall not be in violation of Section 9(c) hereof merely by maintaining his status as a member of the Board of Directors of Citywide Banks of Colorado, Inc. or any of its subsidiary banking or other institutions.