Common use of Confidentiality of Information and Duty of Nondisclosure Clause in Contracts

Confidentiality of Information and Duty of Nondisclosure. (a) Employee acknowledges and agrees that his employment by Employer will involve his understanding of and access to certain trade secrets and confidential information pertaining to Employer's business and affairs. (b) Accordingly, Employee agrees that, at all times during the term of this Agreement and thereafter, he will not, directly or indirectly, without the express authority of Employer or the Board, disclose to or use for the benefit of any person or entity, or himself, any files, trade secrets, proprietary information, or other confidential information concerning Employer's business and affairs, including, without limitation, information pertaining to Employer's past, present, or prospective clients, customers, operations, methods, earnings, finances, or other activities. Further, Employee agrees that he will not, directly or indirectly, remove or retain, without the express prior written consent of Employer or the Board, any figures, calculations, letters, papers, records, documents, instruments, drawings, designs, programs, or any copies thereof or any information or instruments derived therefrom, or any other similar documents or information of any type or description, however such information might be obtained or recorded and on whatever medium such information may be contained, arising out of or in any way relating to Employer's business or affairs. Employee acknowledges that all of the foregoing constitutes proprietary information, which is the exclusive property of Employer. (c) Notwithstanding the foregoing, Employee may disclose Employer's proprietary information if and to the extent that he is ordered to do so by a court having jurisdiction over Employee; provided that Employee gives immediate notice of such order to Employer in order to give Employer the opportunity to intervene in the applicable proceeding to prevent such disclosure. (d) From and after the termination date of Employee's employment with Employer, the restrictions set forth in this Section 7 shall not apply to Employer's proprietary information that is then in the public domain, but only if Employee was not responsible, directly or indirectly, for permitting such information to enter the public domain without the consent of Employer and has no knowledge that such information entered the public domain without the consent of Employer.