Common use of Confidentiality & Proprietary Information Clause in Contracts

Confidentiality & Proprietary Information. In the course of the relationship created pursuant to this Agreement, Group will have access to certain methods, trade secrets, processes, ideas, systems, procedures, inventions, discoveries, concepts, software in various stages of development, designs, drawings, specifications, models, data, documents, diagrams, flow charts, research, economic and financial analysis, developments, procedures, know-how, policy manuals, form contracts, marketing and other techniques, plans, materials, forms, copyrightable materials and trade information (all of which is referred to in this Agreement as “Proprietary Information”) regarding the operations of Service Company and/or of its Affiliates (collectively, the “Protected Parties”). Group shall maintain all such Proprietary Information in strict secrecy and shall neither use for itself or any third parties nor divulge such information to any third parties, except as may be necessary for the discharge of their obligations under this Agreement or otherwise consented to in writing by Service Company. Group shall take all necessary and proper precautions against disclosure of any Proprietary Information to unauthorized Persons by any of its employees or agents. Group and all employees and agents of Group who will have access to all or any part of the Proprietary Information may be required to execute an agreement, at the request of Service Company, valid under the law of the jurisdiction in which such agreement is executed, and in a form acceptable to Service Company and its counsel, committing themselves to maintain the Proprietary Information in strict confidence and not to disclose it to any unauthorized Person. Upon termination of this Agreement for any reason, Group and each of its Providers shall cease all use of any of the Proprietary Information and, at the request of Service Company, shall execute such documents as may be necessary to evidence Group’s abandonment of any claim thereto. The parties recognize that a breach of this Section cannot be adequately compensated in money damages and therefore agree that injunctive relief shall be available to the Protected Parties as their respective interests may appear. The obligations of Group under this Section shall apply as long as Group or any of Providers are in possession of Proprietary Information; provided, however, that the obligations of Group under this Section shall not apply to information: (i) that is a matter of public knowledge on or becomes a matter of public knowledge after the Effective Date of this Agreement, other than by breach of this Agreement or as a breach of the confidentiality terms of any other agreement between a third party and Group, Service Company and/or its Affiliates; or (ii) that was lawfully obtained by Group on a nonconfidential basis other than in the course of performance under this Agreement and from some Person other than Service Company or its Affiliates or from some Person other than one employed or engaged by Service Company or its Affiliates, which Person has no obligation of confidentiality to Service Company or its Affiliates.

Confidentiality & Proprietary Information. In the course of the relationship created pursuant The Members will not, and will use their commercially reasonable best efforts to this Agreementcause their Affiliates and designated Board Members to not, Group will have access use or disclose to certain methods, any Person any trade secrets, technical information, processes, ideas, systems, procedures, inventions, discoveries, concepts, software in various stages of development, designs, drawings, specifications, models, data, documents, diagrams, flow charts, research, economic and financial analysis, developments, procedures, know-how, policy manualsfinancial or business data or other proprietary information relating to or in the possession of the Company, form contractsincluding the Company’s Business Plan and Budget or other business plans (collectively, marketing and other techniques, plans, materials, forms, copyrightable materials and trade information (all of which is referred to in this Agreement as “Proprietary Information”) regarding the operations of Service Company and/or of its Affiliates (collectively, the “Protected Parties”). Group shall maintain all such Proprietary Information in strict secrecy and shall neither use for itself or any third parties nor divulge such information to any third parties, except as may be necessary for the discharge of their obligations under this Agreement or otherwise consented to in writing by Service Company. Group shall take all necessary and proper precautions against disclosure of any Proprietary Information to unauthorized Persons by any of its employees or agents. Group and all employees and agents of Group who will have access to all or any part of the Proprietary Information may be required to execute an agreement, at the request of Service Company, valid under the law of the jurisdiction in which such agreement is executed, and in a form acceptable to Service Company and its counsel, committing themselves to maintain the Proprietary Information in strict confidence and not to disclose it to any unauthorized Person. Upon termination of this Agreement for any reason, Group and each of its Providers shall cease all use of any of the Proprietary Information and, at the request of Service Company, shall execute such documents as may be necessary to evidence Group’s abandonment of any claim thereto. The parties recognize that a breach of this Section canpurpose which does not be adequately compensated in money damages and therefore agree that injunctive relief shall be available relate to the Protected Parties as their respective interests may appear. The obligations of Group under this Section shall apply as long as Group or any of Providers are in possession of Proprietary InformationCompany; provided, however, that the obligations of Group under this Section shall not apply to informationa Member may disclose any such Proprietary Information: (i) that is has become generally available to the public through no fault or improper disclosure committed by a matter of public knowledge on or becomes a matter of public knowledge after the Effective Date of this Agreement, other than by breach of this Agreement or as a breach of the confidentiality terms of any other agreement between a third party and Group, Service Company and/or its Affiliates; or (ii) that was lawfully obtained by Group on a nonconfidential basis other than in the course of performance under this Agreement and from some Person other than Service Company Member or its Affiliates or designated Board Members; (ii) to its employees and professional advisers who need to know such information and agree to keep it confidential in accordance with the terms of this Section 12.9; (iii) to the extent required in order to comply with contractual reporting obligations to its limited partners or members who have agreed to keep it confidential in accordance with the terms of this Section 12.9; (iv) to the extent reasonably deemed necessary or beneficial by the disclosing party in order to comply with any law, order, regulation, ruling or any listing agreement with a nationally recognized stock exchange applicable to such Member, including, for the sake of clarity, any disclosures required by legal or accounting rules in connection with any Member’s status as a public company; and (v) as may be required in response to any summons, subpoena or discovery request in connection with any litigation or proceeding, it being agreed that, unless such Proprietary Information has become generally available to the public (x) the Member will give the Company notice of such summons, subpoena or discovery request and will cooperate with the Company at the Company’s request so that the Company may, in its discretion, seek a protective order or other appropriate remedy, if available, and (y) in the event that such protective order is not obtained (or sought by the Company after notice), the Member (1) will furnish only that portion of the Proprietary Information which, in accordance with the advice of counsel, is legally required to be furnished and (2) will exercise its reasonable efforts to obtain assurances that confidential treatment will be accorded such Proprietary Information; provided, further, that nothing contained in this Section 12.9 will prohibit any Member from some disclosing Proprietary Information in the context of a proposed sale of its Membership Interest, Economic Interest or Units in the Company in accordance with this Agreement to a Person other than one employed or engaged by Service who has first signed and delivered to the Company or its Affiliates, which Person has no obligation of a confidentiality agreement in a form reasonably acceptable to Service Company or its Affiliatesthe Company.

Confidentiality & Proprietary Information. In 12.1 Prior to performing Services on behalf of MCI, RMH and each RMH employee assigned to perform work under this Agreement shall read, understand, adhere to, and sign a Confidentiality and Nondisclosure Agreement (NDA) in the form reviewed and approved by MCI. 12.2 The Parties agree that any and all confidential information and/or proprietary information relating to past, present and future activities, products, services, business plans, business practices designated as confidential, or information that by its nature is presumed to be confidential (“Confidential Information”) (including MCI Customer lists, MCI card numbers, MCI Customer names, addresses and billing data, call detail and/or financial information, information relating to MCI Customers or MCI Customer account information, and/or databases, as well as other material specifically designated by MCI in writing as confidential or proprietary) (“MCI Confidential Information”)) furnished or disclosed in the course of the relationship created pursuant to this Agreement, Group will have access to certain methodsor disclosed during the effective period(s) of other Nondisclosure Agreement(s) in effect between the Parties, trade secretsshall be and remain MCI or RMH property, processes, ideas, systems, procedures, inventions, discoveries, concepts, software in various stages as the case may be. During the term of development, designs, drawings, specifications, models, data, documents, diagrams, flow charts, research, economic and financial analysis, developments, procedures, know-how, policy manuals, form contracts, marketing and other techniques, plans, materials, forms, copyrightable materials and trade information (all of which is referred to in this Agreement as “Proprietary Information”and for seven (7) regarding years thereafter, both Parties agree not to reveal, disclose, divulge, sell, license, exchange, lease or in any other way transfer the operations of Service Company and/or of its Affiliates (collectively, the “Protected Parties”). Group shall maintain all such Proprietary other Party’s Confidential Information in strict secrecy and shall neither use for itself or any third parties nor divulge such information to any third parties, party. Neither Party shall use the other Party’s Confidential Information for any purposes other than the Services to be performed hereunder without prior express written permission of the other Party and shall limit its copying of such Confidential Information to such purposes and shall not disclose any such Confidential Information to anyone except as may its personnel to whom such disclosure is necessary to carry out the purposes of this Agreement. All such personnel shall be necessary appropriately notified that any such disclosure to them is made in confidence and shall be held in confidence. In the event any such Confidential Information must be disclosed by a Party to a third person for the discharge purpose of their obligations allowing the Party to provide the Services hereunder, the Party shall, prior to disclosure, obtain the other Party’s written permission and if permission is granted, shall obtain from the third person a written agreement regarding the confidentiality and specific use of the Confidential Information, the terms of which shall be substantially identical to those contained herein. Either Party shall forward a copy of such third person’s nondisclosure agreement to the other Party upon written request. 12.3 The provisions of Paragraph 12.2 above shall not apply to information that was previously known to the other Party, free of any obligation to keep it confidential as evidenced by written records, or information that is or has been disclosed in the public domain, through no fault of the other Party, by third persons who are under no obligation of confidence to either MCI or RMH, or information independently developed by the other Party or obtained by a third party. Any combination of Confidential Information disclosed from MCI to RMH or RMH to MCI, shall not be deemed to be within the foregoing exceptions merely because individual portions of such combinations are disclosed or separately known in the public domain or known by the other Party. Either Party may disclose Confidential Information if obligated by Court order or governmental process after providing the other Party with prior notice that Confidential Information is being sought by legal process. 12.4 Both Parties acknowledge that the Confidential Information under this Agreement or otherwise consented to in writing by Service Company. Group shall take all necessary constitutes unique, valuable and proper precautions against special trade secret and business information of the respective Parties, and that disclosure of such Confidential Information may cause irreparable injury to MCI or RMH as the case may be. Accordingly, the Parties acknowledge and agree that the remedy at law for any Proprietary Information to unauthorized Persons by any of its employees or agents. Group and all employees and agents of Group who will have access to all or any part breach of the Proprietary Information covenants contained in Paragraph 12.2 of this Agreement may be required to execute an agreement, at the request of Service Company, valid under the law of the jurisdiction in which such agreement is executedinadequate, and in recognition, agree that the other Party shall, in addition, be entitled to seek injunctive relief and reasonable attorneys’ fees and other court costs and expenses, in the event of a form acceptable to Service Company and its counsel, committing themselves to maintain the Proprietary Information in strict confidence and not to disclose it to any unauthorized Person. Upon termination of this Agreement for any reason, Group and each of its Providers shall cease all use breach or threatened breach of any of the Proprietary Information and, at the request of Service Company, shall execute such documents as may be necessary to evidence Group’s abandonment of any claim thereto. The parties recognize that a breach provisions of this Section cannot be adequately compensated in money damages and therefore agree that injunctive 12 of this Agreement, which relief shall be in addition to and not in derogation of any other remedies which may be available to the Protected Parties other Party as their respective interests a result of such breach. 12.5 Either Party may appear. The obligations of Group under this Section shall apply as long as Group or any of Providers are in possession of Proprietary Information; provided, however, that the obligations of Group under this Section shall not apply to information: (i) that is a matter of public knowledge on or becomes a matter of public knowledge after the Effective Date of this Agreement, other than by breach file copies of this Agreement with a court or as a breach public agency, to the extent necessary to comply with applicable law or regulation, including, without limitation, to comply with mandatory filing under the rules and regulations of the Securities and Exchange Commission and to the extent necessary in connection with review by lending institutions, subject to appropriate confidentiality terms restrictions and subject to Section 16. The filing Party shall promptly notify the other Party of any other agreement between a third party and Group, Service Company and/or its Affiliates; or (ii) that was lawfully obtained by Group on a nonconfidential basis other than in the course of performance under this Agreement and from some Person other than Service Company or its Affiliates or from some Person other than one employed or engaged by Service Company or its Affiliates, which Person has no obligation of confidentiality to Service Company or its Affiliates.such requirement

Confidentiality & Proprietary Information. In 12.1 Prior to performing Services on behalf of MCI, RMH and each RMH employee assigned to perform work under this Agreement shall read, understand, adhere to, and sign a Confidentiality and Nondisclosure Agreement (NDA) in the form reviewed and approved by MCI. 12.2 The Parties agree that any and all confidential information and/or proprietary information relating to past, present and future activities, products, services, business plans, business practices designated as confidential, or information that by its nature is presumed to be confidential ("Confidential Information") (including MCI Customer lists, MCI card numbers, MCI Customer names, addresses and billing data, call detail and/or financial information, information relating to MCI Customers or MCI Customer account information, and/or databases, as well as other material specifically designated by MCI in writing as confidential or proprietary) ("MCI Confidential Information")) furnished or disclosed in the course of the relationship created pursuant to this Agreement, Group will have access to certain methodsor disclosed during the effective period(s) of other Nondisclosure Agreement(s) in effect between the Parties, trade secretsshall be and remain MCI or RMH property, processes, ideas, systems, procedures, inventions, discoveries, concepts, software in various stages as the case may be. During the term of development, designs, drawings, specifications, models, data, documents, diagrams, flow charts, research, economic and financial analysis, developments, procedures, know-how, policy manuals, form contracts, marketing and other techniques, plans, materials, forms, copyrightable materials and trade information (all of which is referred to in this Agreement as “Proprietary Information”and for seven (7) regarding years thereafter, both Parties agree not to reveal, disclose, divulge, sell, license, exchange, lease or in any other way transfer the operations of Service Company and/or of its Affiliates (collectively, the “Protected Parties”). Group shall maintain all such Proprietary other Party's Confidential Information in strict secrecy and shall neither use for itself or any third parties nor divulge such information to any third parties, party. Neither Party shall use the other Party's Confidential Information for any purposes other than the Services to be performed hereunder without prior express written permission of the other Party and shall limit its copying of such Confidential Information to such purposes and shall not disclose any such Confidential Information to anyone except as may its personnel to whom such disclosure is necessary to carry out the purposes of this Agreement. All such personnel shall be necessary appropriately notified that any such disclosure to them is made in confidence and shall be held in confidence. In the event any such Confidential Information must be disclosed by a Party to a third person for the discharge purpose of their obligations allowing the Party to provide the Services hereunder, the Party shall, prior to disclosure, obtain the other Party's written permission and if permission is granted, shall obtain from the third person a written agreement regarding the confidentiality and specific use of the Confidential Information, the terms of which shall be substantially identical to those contained herein. Either Party shall forward a copy of such third person's nondisclosure agreement to the other Party upon written request. 12.3 The provisions of Paragraph 12.2 above shall not apply to information that was previously known to the other Party, free of any obligation to keep it confidential as evidenced by written records, or information that is or has been disclosed in the public domain, through no fault of the other Party, by third persons who are under no obligation of confidence to either MCI or RMH, or information independently developed by the other Party or obtained by a third party. Any combination of Confidential Information disclosed from MCI to RMH or RMH to MCI, shall not be deemed to be within the foregoing exceptions merely because individual portions of such combinations are disclosed or separately known in the public domain or known by the other Party. Either Party may disclose Confidential Information if obligated by Court order or governmental process after providing the other Party with prior notice that Confidential Information is being sought by legal process. 12.4 Both Parties acknowledge that the Confidential Information under this Agreement or otherwise consented to in writing by Service Company. Group shall take all necessary constitutes unique, valuable and proper precautions against special trade secret and business information of the respective Parties, and that disclosure of such Confidential Information may cause irreparable injury to MCI or RMH as the case may be. Accordingly, the Parties acknowledge and agree that the remedy at law for any Proprietary Information to unauthorized Persons by any of its employees or agents. Group and all employees and agents of Group who will have access to all or any part breach of the Proprietary Information covenants contained in Paragraph 12.2 of this Agreement may be required to execute an agreement, at the request of Service Company, valid under the law of the jurisdiction in which such agreement is executedinadequate, and in recognition, agree that the other Party shall, in addition, be entitled to seek injunctive relief and reasonable attorneys' fees and other court costs and expenses, in the event of a form acceptable to Service Company and its counsel, committing themselves to maintain the Proprietary Information in strict confidence and not to disclose it to any unauthorized Person. Upon termination of this Agreement for any reason, Group and each of its Providers shall cease all use breach or threatened breach of any of the Proprietary Information and, at the request of Service Company, shall execute such documents as may be necessary to evidence Group’s abandonment of any claim thereto. The parties recognize that a breach provisions of this Section cannot be adequately compensated in money damages and therefore agree that injunctive 12 of this Agreement, which relief shall be in addition to and not in derogation of any other remedies which may be available to the Protected Parties other Party as their respective interests a result of such breach. 12.5 Either Party may appear. The obligations of Group under this Section shall apply as long as Group or any of Providers are in possession of Proprietary Information; provided, however, that the obligations of Group under this Section shall not apply to information: (i) that is a matter of public knowledge on or becomes a matter of public knowledge after the Effective Date of this Agreement, other than by breach file copies of this Agreement with a court or as a breach public agency, to the extent necessary to comply with applicable law or regulation, including, without limitation, to comply with mandatory filing under the rules and regulations of the Securities and Exchange Commission and to the extent necessary in connection with review by lending institutions, subject to appropriate confidentiality terms restrictions and subject to Section 16. The filing Party shall promptly notify the other Party of any other agreement between a third party and Group, Service Company and/or its Affiliates; or (ii) that was lawfully obtained by Group on a nonconfidential basis other than in the course of performance under this Agreement and from some Person other than Service Company or its Affiliates or from some Person other than one employed or engaged by Service Company or its Affiliates, which Person has no obligation of confidentiality to Service Company or its Affiliates.such requirement

Confidentiality & Proprietary Information. In the course Names and addresses of customers of the Corporation and the Bank and of customers of each of their corporate affiliates and of each third party with whom any of them has any contractual relationship created pursuant to this Agreement(collectively "Customers"), Group will have access to certain methodsand any and all other nonpublic information concerning the Corporation, trade secretsthe Bank, processesany of their corporate affiliates and each third party with whom any of them has any contractual relationship are and shall remain confidential and the sole property of the Company as its interests may appear (herein, ideas, systems, procedures, inventions, discoveries, concepts, software in various stages of development, designs, drawings, specifications, models, data, documents, diagrams, flow charts, research, economic "Confidential and financial analysis, developments, procedures, know-how, policy manuals, form contracts, marketing and other techniques, plans, materials, forms, copyrightable materials and trade information (all of which is referred to in this Agreement as “Proprietary Information”") regarding the operations of Service Company and/or of its Affiliates (collectively, the “Protected Parties”). Group shall maintain all such and Executive will use Confidential and Proprietary Information in strict secrecy solely for the benefit of the Company and for purposes for which the Information was disclosed to the Executive. The Executive agrees that Executive shall neither not, during or at any time after employment by the Company, use for itself or disclose to anyone, or permit or facilitate the disclosure by any third parties nor divulge such information to party of, directly or indirectly, any third parties, of the Confidential and Proprietary Information except as may be necessary for the discharge of their obligations under this Agreement or otherwise consented to expressly authorized in writing by Service the Company. Group Notwithstanding the foregoing, Executive shall take all necessary not be prohibited from disclosing Confidential and proper precautions against disclosure of any Proprietary Information pursuant to unauthorized Persons by any of its employees court order, lawful subpoena or agentsregulatory agency request, but Executive shall have given Company the maximum prior written notice practicable under the circumstances, identifying the information to be disclosed and the order, subpoena or regulatory request pursuant to which he is obligated to make the disclosure, and Corporation shall have an opportunity to intervene to protect Corporation's rights. Group and all employees and agents of Group who will have access to all or any part of the Proprietary Information may be required to execute an agreement, at As soon as practicable upon the request of Service Companythe Company but in any event no later than the Retirement Date, valid under the law Executive shall turn over to the Company the originals and all copies of the jurisdiction in which such agreement is executedall tangible, electronic and in a form acceptable other data and documentation relating to Service Company or evidencing or containing any Confidential and its counsel, committing themselves to maintain the Proprietary Information in strict confidence and not to disclose it to any unauthorized Person. Upon termination of this Agreement for any reason, Group and each of its Providers shall cease all use of any of the Proprietary Information and, at the request of Service Company, shall execute such documents as may be necessary to evidence Group’s abandonment of any claim theretoInformation. The parties recognize that a breach provisions of this Section cannot be adequately compensated in money damages are independent covenants and therefore agree that injunctive relief shall be available to survive the Protected Parties as their respective interests may appear. The obligations of Group under this Section shall apply as long as Group termination, expiration or any of Providers are in possession of Proprietary Information; provided, however, that the obligations of Group under this Section shall not apply to information: (i) that is a matter of public knowledge on or becomes a matter of public knowledge after the Effective Date modification of this Agreement, other than by breach of this Agreement or as a breach of the confidentiality terms of any other agreement between a third party and Group, Service Company and/or its Affiliates; or (ii) that was lawfully obtained by Group on a nonconfidential basis other than in the course of performance under this Agreement and from some Person other than Service Company or its Affiliates or from some Person other than one employed or engaged by Service Company or its Affiliates, which Person has no obligation of confidentiality to Service Company or its Affiliates.