Common use of Confidentiality; Nonsolicitation Clause in Contracts

Confidentiality; Nonsolicitation. (a) During the Term, the Company agrees that it will disclose to Executive its confidential or proprietary information (as defined in this Section 8(a)) to the extent necessary for Executive to carry out his obligations to the Company. The Executive hereby covenants and agrees that the Executive will not, without the prior written consent of the Company, during the Term or thereafter disclose to any person not employed by the Company, or use in connection with engaging in competition with the Company, any confidential or proprietary information of the Company. For purposes of this Agreement, the term "confidential or proprietary information" will include all information of any nature and in any form that is owned by the Company and that is not publicly available (other than by Executive's breach of this Section 8(a)) or generally known to persons engaged in businesses similar or related to those of the Company. Confidential or proprietary information will include, information concerning the Company's business, affairs, customers, clients, sources of supply and customer lists. For purposes of the preceding two sentences, the term "Company" will also include any Subsidiary (collectively, the "Restricted Group"). The foregoing obligations imposed by this Section 8(a) will not apply (i) during the Term, in the course of the business of and for the benefit of the Company, (ii) if such confidential or proprietary information will have become, through no fault of the Executive, generally known to the public or (iii) if the Executive is required by law to make disclosure (after giving the Company notice and an opportunity to contest such requirement).

Confidentiality; Nonsolicitation. (a) During the Term, the Company agrees that it will disclose to Executive its confidential or proprietary information (as defined in this Section 8(a)) to the extent necessary for Executive to carry out his obligations to the Company. The Executive hereby covenants and agrees that the Executive he will not, without the prior written consent of the Company, during the Term or thereafter disclose to any person not employed by the Company, or use in connection with engaging in competition with the Company, any confidential or proprietary information of the Company. For purposes of this Agreement, the term "confidential or proprietary information" will include all information of any nature and in any form that is owned by the Company and that is not publicly available (other than by Executive's breach of this Section 8(a)) or generally known to persons engaged in businesses similar or related to those of the Company. Confidential or proprietary information will include, information concerning without limitation, the Company's business, affairsfinancial matters, customers, clientsemployees, sources industry contracts, strategic business plans, product development (or other proprietary product data), marketing plans, and all other secrets and all other information of supply and customer listsa confidential or proprietary nature. For purposes of the preceding two sentences, the term "Company" will also include any Subsidiary (collectively, the "Restricted Group"). The foregoing obligations imposed by this Section 8(a) will not apply (i) during the Term, in the course of the business of and for the benefit of the Company, (ii) if such confidential or proprietary information will have become, through no fault of the Executive, generally known to the public or (iii) if the Executive is required by law to make disclosure (after giving the Company notice and an opportunity to contest such requirement).

Confidentiality; Nonsolicitation. (a) During the Term, the Company agrees that it will disclose to Executive its confidential or proprietary information (as defined in this Section 8(a9(a)) to the extent necessary for Executive to carry out his obligations to the Company. The Executive hereby covenants and agrees that the Executive he will not, without the prior written consent of the Company, during the Term or thereafter disclose to any person not employed by the Companyperson, or use in connection with engaging in competition with the Company, any confidential or proprietary information of the Company. For purposes of this Agreement, the term "“confidential or proprietary information" ” will include all information of any nature and in any form that is owned by the Company and that is not publicly available (other than by Executive's ’s breach of this Section 8(a9(a)) or generally known to persons engaged in businesses similar or related to those of the Company. Confidential or proprietary information will include, information concerning without limitation, the Company's business, affairs’s financial matters, customers, clientsemployees, sources industry contracts, strategic business plans, product development (or other proprietary product data), marketing plans, and all other secrets and all other information of supply and customer listsa confidential or proprietary nature. For purposes of the preceding two sentences, the term "“Company" ” will also include any Subsidiary (collectively, the "“Restricted Group"”). The foregoing obligations imposed by this Section 8(a9(a) will not apply (i) during the Term, in the course of the business of and for the benefit of the Company, (ii) if such confidential or proprietary information will have become, through no fault of the Executive, generally known to the public or (iii) if the Executive is required by law to make disclosure (after giving the Company notice and an opportunity to contest such requirement).