Common use of Confidentiality Nonsolicitation Noncompetition Clause in Contracts

Confidentiality Nonsolicitation Noncompetition. (a) The Employee covenants and agrees that he will not, in any material respect, at any time, disclose, directly or indirectly, or make available to any person, corporation, firm, or other entity, or in any manner use for his own benefit, any confidential information or trade secrets relating to the business and operations of the Company, any of its subsidiaries or any of their respective affiliates (collectively, the "Group"), including, without limitation, business strategies, operating plans, acquisition strategies (including the identities of (and any other information concerning) possible acquisition candidates), pro forma financial information, market analysis, acquisition terms and conditions, personnel information, product information, sources of leads and methods of obtaining new business, know-how, customer lists and relationships, supplier lists and relationships, distribution methods or any other methods of doing and operating the business of the Group, or other proprietary, trade secret and confidential information relating to the Group, except to the extent that such disclosure (i) is made with the Board's written consent, (ii) relates to information that is or becomes generally known by the public other than as a result of a breach hereof, or (iii) is required to be disclosed by law or judicial or administrative process; provided that, in the case of clause (iii), the Employee provides the Company with prompt prior written notice of such requirement and the terms of and circumstances surrounding such requirement so that the Company may seek an appropriate protective order or other remedy, or waive compliance with the terms of this Agreement, and the Employee shall provide such cooperation with respect to obtaining a protective order or other remedy as the Company shall reasonably request. If a protective order or other remedy is not obtained, or if the Company is required to waive compliance with the provisions hereof, the Employee will furnish only that portion of such confidential information or trade secrets which, as he is advised in a written opinion by his counsel, he is legally required to furnish.

Confidentiality Nonsolicitation Noncompetition. (a) The Employee covenants and agrees that he will not, in any material respect, at any time, disclose, directly or indirectly, or make available to any person, corporation, firm, or other entity, or in any manner use for his own benefit, any confidential information or trade secrets relating to the business and operations of the Company, Catalina and any of its subsidiaries or any as of their respective affiliates the date of this Agreement (collectively, the "Group"), including, without limitation, business strategies, operating plans, acquisition strategies (including the identities of (and any other information concerning) possible acquisition candidates), pro forma financial information, market analysis, acquisition terms and conditions, personnel information, product information, sources of leads and methods of obtaining new business, know-how, customer lists and relationships, supplier lists and relationships, distribution methods or any other methods of doing and operating the business of the Group, or other proprietary, trade secret and confidential information relating to the Group, except to the extent that such disclosure (i) is made with the Board's written consent, (ii) relates to information that is or becomes generally known by the public other than as a result of a breach hereof, or (iii) is required to be disclosed by law or judicial or administrative process; provided that, in the case of clause (iii), the Employee provides the Company Catalina with prompt prior written notice of such requirement and the terms of and circumstances surrounding such requirement so that the Company Catalina may seek an appropriate protective order or other remedy, or waive compliance with the terms of this Agreement, and the Employee shall provide such cooperation with respect to obtaining a protective order or other remedy as the Company Catalina shall reasonably request. If a protective order or other remedy is not obtained, or if the Company Catalina is required to waive compliance with the provisions hereof, the Employee will furnish only that portion of such confidential information or trade secrets which, as he is advised in a written opinion by his counsel, he is legally required to furnish.

Confidentiality Nonsolicitation Noncompetition. (a) The Employee covenants and agrees that he will not, in any material respect, at any time, disclose, directly or indirectly, or make available to any person, corporation, firm, or other entity, or in any manner use for his own benefit, any confidential information or trade secrets relating to the business and operations of the Company, any of its subsidiaries or any of their respective affiliates, including Sun Catalina and any entities that are acquired or formed by the Company, Sun Catalina or any of their respective subsidiaries or affiliates (collectively, the "Group"), including, without limitation, business strategies, operating plans, acquisition strategies (including the identities of (and any other information concerning) possible acquisition candidates), pro forma financial information, market analysis, acquisition terms and conditions, personnel information, product information, sources of leads and methods of obtaining new business, know-how, customer lists and relationships, supplier lists and relationships, distribution methods or any other methods of doing and operating the business of the Group, or other proprietary, trade secret and confidential information relating to the Group, except to the extent that such disclosure (i) is made with the Board's written consent, (ii) relates to information that is or becomes generally known by the public other than as a result of a breach hereof, or (iii) is required to be disclosed by law or judicial or administrative process; provided that, in the case of clause (iii), the Employee provides the Company with prompt prior written notice of such requirement and the terms of and circumstances surrounding such requirement so that the Company may seek an appropriate protective order or other remedy, or waive compliance with the terms of this Agreement, and the Employee shall provide such cooperation with respect to obtaining a protective order or other remedy as the Company shall reasonably request. If a protective order or other remedy is not obtained, or if the Company is required to waive compliance with the provisions hereof, the Employee will furnish only that portion of such confidential information or trade secrets which, as he is advised in a written opinion by his counsel, he is legally required to furnish.

Confidentiality Nonsolicitation Noncompetition. (a) As the Chief Executive Officer of NLC LLC since its inception, the Individual recognizes the time and expense incurred in connection with developing proprietary and confidential information in connection with the Company’s business and operations. The Employee covenants and Individual agrees that he will not, in any material respect, whether during the Term or at any timetime period thereafter, disclosedivulge, directly or indirectlycommunicate, or make available use to the detriment of the Group or any other person, corporation, firm, firm or other entity, or in any manner use for his own benefit, any confidential information or trade secrets relating to the business and operations of the Company, any of its subsidiaries or any of their respective affiliates (collectively, the "Group"), including, without limitation, business strategies, operating plans, acquisition strategies (including the identities of (and any other information concerning) possible acquisition candidates), pro forma financial information, market analysis, acquisition terms and conditions, personnel information, product information, sources of leads and methods of obtaining new business, know-how, customer lists and relationships, supplier lists and relationships, distribution methods or any other methods of doing and operating the business of the Grouplists, or other proprietary, trade secret non-public proprietary and confidential information relating to the Group, except to . The foregoing confidentiality agreement shall not apply if the extent that such disclosure communication (i) is required in the course of performing his duties hereunder, (ii) is made with the Board's Board of Directors’ prior written consent, (iiiii) relates to information that is or becomes generally known by the public other than as a result of a breach hereofof this Agreement by the Individual, or (iiiiv) is required to be disclosed by law or judicial or administrative process; provided provided, that, in the case of clause (iiiiv), the Employee Individual provides the Company with prompt prior written notice of such requirement and the terms of and circumstances surrounding such requirement so that the Company may seek an appropriate protective order or other remedy, or waive compliance with the terms of this Agreement, and the Employee Individual shall provide such cooperation with respect to obtaining a protective order or other remedy as the Company shall reasonably request. If a protective order or other remedy is not obtained, or if the Company is required to waive compliance with the provisions hereof, the Employee Individual will furnish only that portion of such confidential information or trade secrets which, as he it is advised in a written opinion by his its counsel, he it is legally required to furnish.

Confidentiality Nonsolicitation Noncompetition. (a) The Employee covenants and agrees that he will not, in any material respect, whether during his service as an employee of the Company or its subsidiaries or at any timetime thereafter, disclosedivulge, directly or indirectlycommunicate, or make available use to the detriment of, H.I.G. Capital, the Company or any of their respective subsidiaries or affiliates (collectively, the “Group”) or any other person, corporation, firm, firm or other entity, or in any manner use for his own benefit, any confidential information or trade secrets relating to the business and operations of the Company, any of its subsidiaries or any of their respective affiliates (collectively, the "Group"), including, without limitation, business strategies, operating plans, acquisition strategies (including the identities of (and any other information concerning) possible acquisition candidates), pro forma financial information, market analysis, acquisition terms and conditions, personnel information, product information, sources of leads and methods of obtaining new business, know-how, customer lists and relationships, supplier lists and relationships, distribution methods or any other methods of doing and operating the business of the Group, or other proprietary, trade secret non-public proprietary and confidential information relating to the Group, except to . The foregoing confidentiality agreement shall not apply if the extent that such disclosure communication (i) is required in the course of performing his duties as an employee of the Company or its subsidiaries, (ii) is made with the Board's Board of Directors’ written consent, (iiiii) relates to information that is or becomes generally known by the public other than as a result of a breach hereofof this Agreement by the Employee, or (iiiiv) is required to be disclosed by law or judicial or administrative process; provided provided, that, in the case of clause (iiiiv), the Employee provides the Company with prompt prior written notice of such requirement and the terms of and circumstances surrounding such requirement so that the Company may seek an appropriate protective order or other remedy, or waive compliance with the terms of this Agreement, and the Employee shall provide such cooperation with respect to obtaining a protective order or other remedy as the Company shall reasonably request. If a protective order or other remedy is not obtained, or if the Company is required to waive compliance with the provisions hereof, the Employee will furnish only that portion of such confidential information or trade secrets which, as he it is advised in a written opinion by his its counsel, he it is legally required to furnish.

Confidentiality Nonsolicitation Noncompetition. (a) The Employee covenants recognizes the time and expense incurred in connection with developing proprietary and confidential information in connection with the Company’s business and operations. The Employee agrees that he will not, in any material respect, whether during the Term or at any timetime thereafter, disclosedivulge, directly or indirectlycommunicate, or make available use to the detriment of the Group or any other person, corporation, firm, firm or other entity, or in any manner use for his own benefit, any confidential information or trade secrets relating to the business and operations of the Company, any of its subsidiaries or any of their respective affiliates (collectively, the "Group"), including, without limitation, business strategies, operating plans, acquisition strategies (including the identities of (and any other information concerning) possible acquisition candidates), pro forma financial information, market analysis, acquisition terms and conditions, personnel information, product information, sources of leads and methods of obtaining new business, know-how, customer lists and relationships, supplier lists and relationships, distribution methods or any other methods of doing and operating the business of the Grouplists, or other proprietary, trade secret non-public proprietary and confidential information relating to the Group, except to . The foregoing confidentiality agreement shall not apply if the extent that such disclosure communication (i) is required in the course of performing his duties as an employee of the Company or its subsidiaries, (ii) is made with the Board's Board of Directors’ prior written consent, (iiiii) relates to information that is or becomes generally known by the public other than as a result of a breach hereofof this Agreement by the Employee, or (iiiiv) is required to be disclosed by law or judicial or administrative process; provided provided, that, in the case of clause (iiiiv), the Employee provides the Company with prompt prior written notice of such requirement and the terms of and circumstances surrounding such requirement so that the Company may seek an appropriate protective order or other remedy, or waive compliance with the terms of this Agreement, and the Employee shall provide such cooperation with respect to obtaining a protective order or other remedy as the Company shall reasonably request. If a protective order or other remedy is not obtained, or if the Company is required to waive compliance with the provisions hereof, the Employee will furnish only that portion of such confidential information or trade secrets which, as he it is advised in a written opinion by his its counsel, he it is legally required to furnish.