Common use of Confidentiality Noncompetition Etc Clause in Contracts

Confidentiality Noncompetition Etc. (a) Executive acknowledges that: (i) the business of the Company is intensely competitive and that Executive's employment by the Company will require that Executive have access to and knowledge of confidential information of the Company, including, but not limited to, formulae, manufacturing processes, distribution systems, research and development methods and techniques, the identity of the Company's customers, the identity of the representatives of customers with whom the Company has dealt, the kinds of services provided by the Company to customers and offered to be performed for potential customers, the manner in which such services are performed or offered to be performed, the service needs of actual or prospective customers, pricing information, information concerning the creation, acquisition or disposition of products and services, customer maintenance listings, computer software applications and other programs, personnel information and other trade secrets (the "Confidential Information"); (ii) the direct or indirect disclosure of any such Confidential Information would place the Company at a competitive disadvantage and would do damage, monetary or otherwise, to the Company's business; (iii) the engaging by Executive in any of the activities prohibited by this Section 6 may constitute improper appropriation and/or use of such information and trade secrets and (iv) the Company engages in its business throughout the world. Confidential Information shall not include information which (i) was publicly available prior to the date hereof, (ii) was known by Executive from a source other than through Executive's employment with the Company, (iii) is acquired by Executive from a third party who was not subject to any restrictions as to its disclosure, or (iv) becomes publicly available subsequent to the date hereof, other than as a result of an action by Executive. Executive expressly acknowledges the trade secret status of the Confidential Information and that the Confidential Information constitutes a protectible business interest of the Company. Accordingly, the Company and Executive agree as follows: (i) For purposes of this Section 6, the business of the Company shall mean the businesses conducted by the Company, the Parent, and each of their respective subsidiaries during the period of Executive's employment by the Company under this Agreement. (ii) During Executive's employment by the Company and at all times following the termination of Executive's employment for any reason, Executive shall not, directly or indirectly, whether individually, as a director, stockholder, owner, partner, employee, principal or agent of any business, or in any other capacity, make known, disclose, furnish, make available or utilize any of the Confidential Information, other than in the proper performance of the duties contemplated herein, or as required by a court of competent jurisdiction or other administrative or legislative body; provided, however, that, in such event, Executive shall promptly notify the Company so that the Company may seek a protective order or other appropriate remedy. If reasonably practicable, Executive shall notify the Company prior to disclosing any of the Confidential Information to a court or other administrative or legislative body. Executive agrees to return all Confidential Information, including all photocopies, extracts and summaries thereof, and any such information stored electronically on tapes, computer disks or in any other manner to the Company at any time upon request by the Company and upon the termination of his employment for any reason. (b) Executive acknowledges that (i) the market for the Company's business extends throughout the United States and the rest of the world, and that Executive, individually and through the Company, is among a limited number of people engaged in the Company's business on a nationwide and global basis and (ii) the restrictive covenants and the other agreements contained herein are an essential part of this Agreement. Executive further represents and warrants and acknowledges and agrees that Executive has been, or has had the opportunity to be, fully advised by counsel in connection with the negotiation, preparation, execution and delivery of this Agreement, (c) During Executive's employment by the Company and following a termination of Executive's employment for the period with respect to which payments are made to Executive pursuant to Section 4(b) or, at the Company's option, Section 4(d), Executive shall not in any city, town, county, parish or other municipality in any state of the United States or anywhere else in the world that the Company, the Parent, or any of their respective subsidiaries, successors or assigns engages in its business, directly or indirectly engage in Competition (as defined below); provided, however, that it shall not be a violation of this sub-paragraph for Executive to become the registered or beneficial owner of up to five percent (5%) of any class of the capital stock of a competing corporation registered under the Securities Exchange Act of 1934,as amended, provided that Executive does not actively participate in the business of such corporation until such time as this covenant expires. (d) For purposes of this Agreement, "Competition" means, for Executive's benefit or for the benefit of any other person, firm or entity, any of the following:

Confidentiality Noncompetition Etc. (a) Executive acknowledges that: (i) The Company and the business of Employee acknowledge that the Company is intensely competitive and that Executive's employment services to be performed by the Company Employee under this Agreement are unique and extraordinary and, as a result of such employment, the Employee will require that Executive have access to and knowledge be in possession of confidential information relating to the business practices of the Company. The term “confidential information” shall mean any and all information (oral and written) relating to the Company or any of its affiliates, or any of their respective activities, other than such information which can be shown by the Employee to be in the public domain (such information not being deemed to be in the public domain merely because it is embraced by more general information which is in the public domain) other than as the result of breach of the provisions of this Section 8(a), including, but not limited to, formulaeinformation relating to: trade secrets, manufacturing processespersonnel lists, distribution systemscompensation of employees, financial information, research and development methods and techniquesprojects, the identity of the Company's services used, pricing, customers, customer lists and prospects, product sourcing, marketing and selling and servicing. Notwithstanding the identity of the representatives of customers with whom the Company has dealt, the kinds of services provided by the Company to customers and offered to be performed for potential customers, the manner in which such services are performed or offered to be performed, the service needs of actual or prospective customers, pricing foregoing “confidential information, information concerning the creation, acquisition or disposition of products and services, customer maintenance listings, computer software applications and other programs, personnel information and other trade secrets (the "Confidential Information"); (ii) the direct or indirect disclosure of any such Confidential Information would place the Company at a competitive disadvantage and would do damage, monetary or otherwise, to the Company's business; (iii) the engaging by Executive in any of the activities prohibited by this Section 6 may constitute improper appropriation and/or use of such information and trade secrets and (iv) the Company engages in its business throughout the world. Confidential Information ” shall not include information which relating to the general methodology and mechanics employed by Employee in the performance of his duties with the Company or that Employee can demonstrate was known to him prior to his employment with the Company. The Employee agrees that he will not, during or after his termination or expiration of employment hereunder, directly or indirectly, use, communicate, disclose or disseminate to any person, firm or corporation any confidential information regarding the clients, customers or business practices of the Company acquired by the Employee during his employment by the Company, without the prior written consent of the Company. Anything herein to the contrary notwithstanding, the provisions of this Section 8(a) shall not apply (i) was publicly available prior when disclosure is required by law or by any court, arbitrator, mediator or administrative or legislative body (including any committee thereof) with actual or apparent jurisdiction to order the date hereofEmployee to disclose or make accessible any information, (ii) was known by Executive from a source with respect to any other than through Executive's employment with litigation, arbitration or mediation involving this Agreement, including, but not limited to, the Companyenforcement of this Agreement, (iii) is acquired by Executive from a third party who was not subject to any restrictions as to its disclosure, information that becomes generally known to the public or within the relevant trade or industry other than due to the Employee’s violation of this Section or (iv) as to information that is or becomes publicly available subsequent to the date hereofEmployee on a non-confidential basis from a source which is entitled to disclose it to the Employee. (b) The Employee hereby agrees that he shall not, other than during the period of his employment with the Company and during any period following termination of such employment as a result of an action by Executive. Executive expressly acknowledges determined in accordance with Sections 6(a) and Section 6(b), as applicable, directly or indirectly, within any county (or adjacent county) in any State within the trade secret status United States or territory outside the United States in which the Company is engaged in business during the period of the Confidential Information Employee’s employment or on the date of termination of the Employee’s employment, engage, have an interest in or render any services to any business (whether as owner, manager, operator, licensor, licensee, lender, partner, stockholder, joint venturer, employee, consultant or otherwise) competitive with the Company’s business activities as conducted by the Company on the Effective Date. (c) The Employee hereby agrees that he shall not, during the period of his employment and for a period of one (1) year following such employment, directly or indirectly (i) hire or offer to hire any officer or employee of the Company or any of its subsidiaries or (ii) entice, solicit or in any other manner persuade or attempt to persuade any officer, employee, agent, lessor, lessee, licensor, licensee or customer of the Company or any of its subsidiaries to discontinue or alter his, her or its relationship with the Company (but in each case only those persons or entities that had a relationship with the Confidential Information constitutes a protectible business interest Company at the time of the termination of his employment). Except as required by law or legal process, at no time during the Term, or thereafter shall the Company or any executive officer of the Company. Accordingly, directly or indirectly, disparage the Company and Executive agree as follows:professional, business, financial or personal reputation of the Employee. (id) For purposes Upon the termination of this Section 6the Employee’s employment for any reason whatsoever, all documents, records, notebooks, equipment, employee lists, price lists, specifications, programs, customer and prospective customer lists and other materials which refer or relate to any aspect of the business of the Company which are in the possession of the Employee including all copies thereof, shall mean be promptly returned to the businesses conducted Company. Anything to the contrary notwithstanding, nothing in this Section 8(d) shall prevent the Employee from retaining a home computer and security system, papers and other materials of a personal nature, including personal diaries, calendars and Rolodexes, information relating to the Employee’s compensation or relating to reimbursement of expenses, information that the Employee reasonably believe may be needed for tax purposes, and copies of plans, programs and agreements relating to the Employee’s employment. (e) The products and proceeds of Employees services hereunder that Employee may acquire, obtain, develop or create during the Term that relate to the Company’s business, or that are otherwise made at the direction of the Company or with the use of the Company’s or its affiliates’ facilities or materials, including, but not limited to, all materials, ideas, concepts, formats, suggestions, developments, packages, programs and other intellectual properties (collectively, “Works”), shall be considered a “work made for hire,” as that term is defined under the United States Copyright Act, and Employee shall be considered an employee for hire of the Company, and all rights in and to the Works, including the copyright thereto, shall be the sole and exclusive property of the Company, as the sole author and owner thereof, and the copyright thereto may be registered by the Company in its own name. In the event that any part of the Works shall be determined not to be a work made for hire or shall be determined not to be owned by the Company, Employee hereby irrevocably assigns and transfers to the ParentCompany, its successors and each of their respective subsidiaries during assigns, the period of Executive's employment by following: (a) the Company under this Agreement. (ii) During Executive's employment by entire right, title and interest in and to the Company copyrights, trademarks and at all times following the termination of Executive's employment for other rights in any reasonsuch Work and any rights in and to any works based upon, Executive shall not, directly or indirectly, whether individually, as a director, stockholder, owner, partner, employee, principal or agent of any businessderived from, or incorporating any such Work (“Derivative Work”); (b) the exclusive right to obtain, register and renew the copyrights or copyright protection in any other capacitysuch Work or Derivative Work; (c) all income, make knownroyalties, disclosedamages, furnishclaims and payments now or hereafter due or payable with respect to any such Work and Derivative Work; and (d) all causes of action in law or equity, make available past and future, for infringements or utilize violation of any of the Confidential Informationrights in any such Work or Derivative Work, and any recoveries resulting therefrom. Employee also hereby waives in writing any moral or other than in the proper performance of the duties contemplated hereinrights that he has under state or federal laws, or as required by a court under the laws of competent jurisdiction any foreign jurisdiction, which would give him any rights to constrain or other administrative prevent the use of any Work or legislative body; providedDerivative Work, howeveror which would entitle him to receive additional compensation from the Company. Employee shall execute all documents, thatincluding without limitation copyright assignments and applications and waivers of moral rights, in such event, Executive shall promptly notify the Company so and perform all acts that the Company may seek a protective request (at the Company’s expense), in order or other appropriate remedy. If reasonably practicable, Executive shall notify to assist the Company prior in perfecting its rights in and to disclosing any Work and Derivative Work anywhere in the world. Employee hereby appoints the officers of the Confidential Information Company as Employee’s attorney-in-fact to a court or other administrative or legislative body. Executive agrees to return all Confidential Information, including all photocopies, extracts and summaries thereof, and any such information stored electronically execute documents on tapes, computer disks or in any other manner to the Company at any time upon request by the Company and upon the termination behalf of his employment Employee for any reason.this limited purpose (bf) Executive acknowledges The parties hereto hereby acknowledge and agree that (i) the market for the Company's business extends throughout the United States and the rest of the world, and that Executive, individually and through the Company, is among a limited number of people engaged Company may be irreparably injured in the Company's business on event of a nationwide and global basis and breach by the Employee of any of his obligations under this Section 8, (ii) monetary damages may not be an adequate remedy for any such breach, and (iii) the restrictive covenants Company shall be entitled to seek injunctive relief, in addition to any other remedy which it may have, in the event of any such breach. (g) The parties hereto hereby acknowledge that, in addition to any other remedies the Company may have under Section 8(f) hereof, the Company may have the right and remedy to require the Employee to account for and pay over to the Company all compensation, profits, monies, accruals, increments or other benefits (collectively, “Benefits”) up to an amount equal to the Employee’s annual Salary at the rate in effect at the time of his termination of employment derived or received by the Employee as the result of any transactions constituting a breach of any of the provisions of Section 8, and the Employee hereby agrees to account for any pay over such Benefits to the Company. (h) Each of the rights and remedies enumerated in Section 8(g) and 8(g) shall be independent of the other, and shall be severally enforceable, and all of such rights and remedies shall be in addition to, and not in lieu of, any other agreements rights and remedies available to the Company under law or in equity. (i) It is the intent of the parties hereto that the covenants contained herein in this Section 8 shall be enforced to the fullest extent permissible under the laws and public policies of each jurisdiction in which enforcement is sought (the Employee hereby acknowledging that said restrictions are an essential part reasonably necessary for the protection of the Company). Accordingly, it is hereby agreed that if any of the provisions of this Agreement. Executive further represents and warrants and acknowledges and agrees that Executive has beenSection 8 shall be adjudicated to be invalid or unenforceable for any reason whatsoever, or has had the opportunity to be, fully advised by counsel in connection with the negotiation, preparation, execution and delivery of this Agreement, said provision shall be (c) During Executive's employment by the Company and following a termination of Executive's employment for the period only with respect to the operation thereof in the particular jurisdiction in which payments are made such adjudication is made) construed by limiting and reducing it so as to Executive pursuant be enforceable to Section 4(b) orthe extent permissible, at without invalidating the Company's option, Section 4(d), Executive shall not remaining provisions of this Agreement or affecting the validity or enforceability of said provision in any city, town, county, parish or other municipality in any state of the United States or anywhere else in the world that the Company, the Parent, or any of their respective subsidiaries, successors or assigns engages in its business, directly or indirectly engage in Competition (as defined below); provided, however, that it shall not be a violation of this sub-paragraph for Executive to become the registered or beneficial owner of up to five percent (5%) of any class of the capital stock of a competing corporation registered under the Securities Exchange Act of 1934,as amended, provided that Executive does not actively participate in the business of such corporation until such time as this covenant expiresjurisdiction. (d) For purposes of this Agreement, "Competition" means, for Executive's benefit or for the benefit of any other person, firm or entity, any of the following:

Confidentiality Noncompetition Etc. (a) Executive Employee acknowledges that: that (i) the Bank business of the Company is intensely competitive and that Executivethe Employee's employment by Bank requires that the Company will require that Executive Employee have access to and knowledge of confidential information of the CompanyBank, including, but not limited to, formulae, manufacturing processes, distribution systems, research and development methods and techniques, the identity of the CompanyBank's customers, the identity of the representatives of customers with whom the Company has dealt, the kinds of services provided by the Company Bank to customers and offered to be performed for potential customers, the manner in which such services are performed or offered to be performed, the service needs of actual or prospective customers, product and service pricing information, information concerning the creation, acquisition or disposition of products and services, customer maintenance listings, computer software applications and other programs, personnel information and other trade secrets (the "Confidential Information"); (ii) the direct or and indirect disclosure of any such Confidential Information to existing or potential competitors of Bank would place the Company Bank at a competitive disadvantage and would do cause damage, monetary or otherwise, to the CompanyBank's business; and (iii) the engaging by Executive the Employee in any of the activities prohibited by this Section 6 9 may constitute improper appropriation and/or use of such information and trade secrets and (iv) the Company engages in its business throughout the worldsecrets. Confidential Information shall not include information which (i) was publicly available prior to the date hereof, (ii) was known by Executive from a source other than through Executive's employment with the Company, (iii) is acquired by Executive from a third party who was not subject to any restrictions as to its disclosure, or (iv) becomes publicly available subsequent to the date hereof, other than as a result of an action by Executive. Executive The Employee expressly acknowledges the trade secret status of the Confidential Information and that the Confidential Information constitutes a protectible protectable business interest of the CompanyBank. Accordingly, Bank and the Company and Executive Employee agree as follows: (ia) For purposes of this Section 69, the business of the Company Bank shall mean the businesses conducted by the Company, the Parent, be construed to include Bank and each of their respective subsidiaries during the period of Executive's employment by the Company under this Agreementits affiliates. (iib) During Executive's employment by the Company term of this Agreement and at all times following after the termination of Executivethe Employee's employment for any reasonby expiration of the term or otherwise, Executive the Employee shall not, directly or indirectly, whether individually, as a director, stockholder, owner, partner, employee, principal or agent of any business, or in any other capacity, make known, disclose, furnish, make available or utilize any of the Confidential Information, other than in the proper performance of the duties contemplated herein, or as required by a court of competent jurisdiction or other administrative or legislative body; provided, however, provided that, in such event, Executive shall promptly notify the Company so that the Company may seek a protective order or other appropriate remedy. If reasonably practicable, Executive shall notify the Company prior to disclosing any of the Confidential Information to a court or other administrative or legislative body, Employee shall promptly notify Bank so that Bank may seek a protective order or other appropriate remedy. Executive Employee agrees to return all Confidential Information, including all photocopies, extracts and summaries thereof, and any such information stored electronically on tapes, computer disks discs or in any other manner to the Company at any time Bank upon request by the Company and upon the termination of his employment for any reason. (b) Executive acknowledges that (i) the market for the Company's business extends throughout the United States and the rest of the world, and that Executive, individually and through the Company, is among a limited number of people engaged in the Company's business on a nationwide and global basis and (ii) the restrictive covenants and the other agreements contained herein are an essential part of this Agreement. Executive further represents and warrants and acknowledges and agrees that Executive has been, or has had the opportunity to be, fully advised by counsel in connection with the negotiation, preparation, execution and delivery of this Agreement, (c) During Executive's employment Employee shall not, so long as he is employed by the Company and following a termination of Executive's employment for the period with respect to which payments are made to Executive pursuant to Section 4(b) orBank, at the Company's option, Section 4(d), Executive shall not in any city, town, county, parish or other municipality in any state of the United States or anywhere else in the world that the Company, the Parent, or any of their respective subsidiaries, successors or assigns engages in its business, directly or indirectly engage in Competition (as defined below); provided, however, that it shall not be a violation of this sub-paragraph for Executive to become the registered or beneficial owner of up to five percent (5%) of any class of the capital stock of a competing corporation registered under the Securities Exchange Act of 1934,as amended, provided that Executive does not actively participate in the business of such corporation until such time as this covenant expires. (d) "Competition" with Bank. For purposes of this Agreement, "Competition" meansCompetition by Employee shall mean Employee's engaging in, for Executive's benefit or for otherwise directly or indirectly being employed by or acting as a consultant or lender to, or being a director, officer, employee, principal, licensor, trustee, broker, agent, stockholder, member, owner, joint venturer or partner of, or permitting his name to be used in connection with the benefit activities of any other personbusiness or organization anywhere which competes directly or indirectly, firm or entity, with business of Bank as the same shall be constituted at any of the following:time during his employment.