Common use of CONFIDENTIALITY; PROPRIETARY RIGHTS Clause in Contracts

CONFIDENTIALITY; PROPRIETARY RIGHTS. (a) In the course of performing services hereunder, on behalf of the Company (for purposes of this Section 7, including all predecessors of the Company) and its affiliates, the Employee has had and from time to time will have access to confidential records, data, customer lists, trade secrets and other confidential information owned or used in the course of business by the Company and its affiliates (the "Confidential Information"). The Employee agrees (i) to hold the Confidential Information in strict confidence; (ii) not to disclose the Confidential Information to any person (other than in the regular business of the Company or its affiliates); and (iii) not to use, directly or indirectly, any of the Confidential Information for any competitive or commercial purpose other than on behalf of the Company and its affiliates; provided, however, that the limitations set forth above shall not apply to any Confidential Information which (A) is then generally known to the public; (B) became or becomes generally known to the public through no fault of the Employee; or (C) is disclosed in accordance with an order of a court of competent jurisdiction or applicable law. Upon the termination of the Employee's employment with the Company for any reason, all Confidential Information (including, without limitation, all data, memoranda, customer lists, notes, programs and other papers and items, and reproductions thereof relating to the foregoing matters) in the Employee's possession or control, shall be immediately returned to the Company or the applicable affiliate and remain in its or their possession. (b) The Employee recognizes that the Company and its affiliates possess a proprietary interest in all of the information described in Section 7(a), subject to the provisions and limitations thereof, and have the exclusive right and privilege to use, protect by copyright, patent or trademark, or otherwise exploit the processes, ideas and concepts described therein to the exclusion of the Employee, except as otherwise agreed between the Company and the Employee in writing. The Employee expressly agrees that any products, inventions, discoveries or improvements made by the Employee or his agents or affiliates in the course of the Employee's employment, including any of the foregoing which is based on or arises out of the information described in Section 7(a), shall be the property of and inure to the exclusive benefit of the Company. The Employee further agrees that any and all products, inventions, discoveries or improvements developed by the Employee (whether or not able to be protected by copyright, patent or trademark) during the course of his employment, or involving the use of the time, materials or other resources of the Company or any of its affiliates, shall be promptly disclosed to the Company and shall become the exclusive property of the Company, and the Employee shall execute and deliver any and all documents necessary or appropriate to implement the foregoing. (c) The Employee agrees, while he is employed by the Company, to offer or otherwise make known or available to it, as directed by the Chief Executive Officer of the Company and without additional compensation or consideration, any business prospects, contracts or other business opportunities that he may discover, find, develop or otherwise have available to him in any field in which the Company or its affiliates are engaged, and further agrees that any such prospects, contacts or other business opportunities shall be the property of the Company.

CONFIDENTIALITY; PROPRIETARY RIGHTS. (a) In the course of performing services hereunder, on behalf of the Company (for purposes of this Section 7, including all predecessors of the Company) and its affiliates, the Employee has had and from time to time will have access to confidential records, data, customer lists, trade secrets and other confidential information owned or used in the course of business by the Company and its affiliates (the "Confidential Information"). The Employee agrees (i) to hold the Confidential Information in strict confidence; (ii) not to disclose the Confidential Information to any person (other than in the regular business of the Company or its affiliates); and (iii) not to use, directly or indirectly, any of the Confidential Information for any competitive or commercial purpose other than on behalf of the Company and its affiliates; provided, however, that the limitations set forth above shall not apply to any Confidential Information which (A) is then generally known to the public; (B) became or becomes generally known to the public through no fault of the Employee; or (C) is disclosed in accordance with an order of a court of competent jurisdiction or applicable law. Upon the termination of the Employee's employment with the Company for any reason, all Confidential Information (including, without limitation, all data, memoranda, customer lists, notes, programs and other papers and items, and reproductions thereof relating to the foregoing matters) in the Employee's possession or control, shall be immediately returned to the Company or the applicable affiliate and remain in its or their possession. (b) The Employee recognizes that the Company and its affiliates possess a proprietary interest in all of the information described in Section 7(a), subject to the provisions and limitations thereof, and have the exclusive right and privilege to use, protect by copyright, patent or trademark, or otherwise exploit the processes, ideas and concepts described therein to the exclusion of the Employee, except as otherwise agreed between the Company and the Employee in writing. The Employee expressly agrees that any products, inventions, discoveries or improvements made by the Employee or his agents or affiliates in the course of the Employee's employment, including any of the foregoing which is based on or arises out of the information described in Section 7(a), shall be the property of and inure to the exclusive benefit of the Company. The Employee further agrees that any and all products, inventions, discoveries or improvements developed by the Employee (whether or not able to be protected by copyright, patent or trademark) during the course of his employment, or involving the use of the time, materials or other resources of the Company or any of its affiliates, shall be promptly disclosed to the Company and shall become the exclusive property of the Company, and the Employee shall execute and deliver any and all documents necessary or appropriate to implement the foregoing. (c) The Employee agrees, while he is employed by the Company, to offer or otherwise make known or available to it, as directed by the Chief Executive Officer of the Company and without additional compensation or consideration, any business prospects, contracts contacts or other business opportunities that he may discover, find, develop or otherwise have available to him in any field in which the Company or its affiliates are engaged, and further agrees that any such prospects, contacts or other business opportunities shall be the property of the Company.

CONFIDENTIALITY; PROPRIETARY RIGHTS. (a) In the course of performing services hereunder, on behalf of the Company (for purposes of this Section 7, including all predecessors of the Company) and its affiliates, the Employee has had and from time to time will have access to confidential records, data, customer lists, trade secrets and other confidential information owned or used in the course of business by the Company and its affiliates (the "Confidential Information"). The Employee agrees (i) to hold the Confidential Information in strict confidence; (ii) not to disclose the Confidential Information to any person (other than in the regular business of the Company or its affiliates); and (iii) not to use, directly or indirectly, any of the Confidential Information for any competitive or commercial purpose other than on behalf of the Company and its affiliates; provided, however, that the limitations set forth above shall not apply to any Confidential Information which (A) is then generally known to the public; (B) became or becomes generally known to the public through no fault of the Employee; or (C) is disclosed in accordance with an order of a court of competent jurisdiction or applicable law. Upon the termination of the Employee's employment with the Company for any reason, all Confidential Information (including, without limitation, all data, memoranda, customer lists, notes, programs and other papers and items, and reproductions thereof relating to the foregoing matters) in the Employee's possession or control, shall be immediately returned to the Company or the applicable affiliate and remain in its or their possession. (b) The Employee recognizes that the Company and its affiliates possess a proprietary interest in all of the information described in Section 7(a), subject to the provisions and limitations thereof, and have the exclusive right and privilege to use, protect by copyright, patent or trademark, or otherwise exploit the processes, ideas and concepts described therein to the exclusion of the Employee, except as otherwise agreed between the Company and the Employee in writing. The Employee expressly agrees that any products, inventions, discoveries or improvements made by the Employee or his her agents or affiliates in the course of the Employee's employment, including any of the foregoing which is based on or arises out of the information described in Section 7(a), shall be the property of and inure to the exclusive benefit of the Company. The Employee further agrees that any and all products, inventions, discoveries or improvements developed by the Employee (whether or not able to be protected by copyright, patent or trademark) during the course of his her employment, or involving the use of the time, materials or other resources of the Company or any of its affiliates, shall be promptly disclosed to the Company and shall become the exclusive property of the Company, and the Employee shall execute and deliver any and all documents necessary or appropriate to implement the foregoing. (c) The Employee agrees, while he she is employed by the Company, to offer or otherwise make known or available to it, as directed by the Chief Executive Officer of the Company and without additional compensation or consideration, any business prospects, contracts contacts or other business opportunities that he she may discover, find, develop or otherwise have available to him her in any field in which the Company or its affiliates are engaged, and further agrees that any such prospects, contacts or other business opportunities shall be the property of the Company.

CONFIDENTIALITY; PROPRIETARY RIGHTS. (a) In the course of performing services hereunder, on behalf of the Company (for purposes of this Section 7, 7 including all predecessors of the Company) and its affiliates, the Employee has had and from time to time will have access to confidential records, data, customer lists, trade secrets and other confidential information owned or used in the course of business by the Company and its affiliates (the "Confidential Information"). The Employee agrees (i) to hold the Confidential Information in strict confidence; , (ii) not to disclose the Confidential Information to any person (other than in the regular business of the Company or its affiliates); , and (iii) not to use, directly or indirectly, any of the Confidential Information for any competitive or commercial purpose other than on behalf of the Company and its affiliates; provided, however, that the limitations set forth above shall not apply to any Confidential Information which (Ai) is then generally known to the public; , (Bii) became or becomes generally known to the public through no fault of the Employee; , or (Ciii) is disclosed in accordance with an order of a court of competent jurisdiction or applicable law. Upon the termination of the Employee's employment with the Company for any reason, all Confidential Information (including, without limitation, all data, memoranda, customer lists, notes, programs and other papers and items, and reproductions thereof relating to the foregoing matters) in the Employee's possession or control, shall be immediately returned to the Company or the applicable affiliate and remain in its or their possession. (b) The Employee recognizes that the Company and its affiliates possess a proprietary interest in all of the information described in Section 7(a), subject to the provisions and limitations thereof, and have the exclusive right and privilege to use, protect by copyright, patent or trademark, or otherwise exploit the processes, ideas and concepts described therein to the exclusion of the Employee, except as otherwise agreed between the Company and the Employee in writing. The Employee expressly agrees that any products, inventions, discoveries or improvements made by the Employee or his agents or affiliates in the course of the Employee's employment, including any of the foregoing which is based on or arises out of the information described in Section 7(a), shall be the property of and inure to the exclusive benefit of the Company. The Employee further agrees that any and all products, inventions, discoveries or improvements developed by the Employee (whether or not able to be protected by copyright, patent or trademark) during the course of his employment, or involving the use of the time, materials or other resources of the Company or any of its affiliates, shall be promptly disclosed to the Company and shall become the exclusive property of the Company, and the Employee shall execute and deliver any and all documents necessary or appropriate to implement the foregoing. (c) The Employee agrees, while he is employed by the Company, to offer or otherwise make known or available to it, as directed by the Chief Executive Officer of the Company and without additional compensation or consideration, any business prospects, contracts or other business opportunities that he may discover, find, develop or otherwise have available to him in any field in which the Company or its affiliates are engaged, and further agrees that any such prospects, contacts or other business opportunities shall be the property of the Company.

CONFIDENTIALITY; PROPRIETARY RIGHTS. (a) In the course of performing services hereunder, on behalf of the Company (for purposes of this Section 7, 7 including all predecessors of the Company) and its affiliates, the Employee has had and from time to time will have access to confidential records, data, customer lists, trade secrets and other confidential information owned or used in the course of business by the Company and its affiliates (the "Confidential Information"). The Employee agrees (ia) to hold the Confidential Information in strict confidence; , (iib) not to disclose the Confidential Information to any person (other than in the regular business of the Company or its affiliates); , and (iiic) not to use, directly or indirectly, any of the Confidential Information for any competitive or commercial purpose other than on behalf of the Company and its affiliates; provided, however, that the limitations set forth above -------- ------- shall not apply to any Confidential Information which (Ai) is then generally known to the public; (Bii) became or becomes generally known to the public through no fault of the Employee; or (Ciii) is disclosed in accordance with an order of a court of competent jurisdiction or applicable law. Upon the termination of the Employee's employment with the Company for any reason, all Confidential Information (including, without limitation, all data, memoranda, customer lists, notes, programs and other papers and items, and reproductions thereof relating to the foregoing matters) in the Employee's possession or control, shall be immediately returned to the Company or the applicable affiliate and remain in its or their possession. (b) The Employee recognizes that the Company and its affiliates possess a proprietary interest in all of the information described in Section 7(a), subject to the provisions and limitations thereof, ) and have the exclusive right and privilege to use, protect by copyright, patent or trademark, or otherwise exploit the processes, ideas and concepts described therein to the exclusion of the Employee, except as otherwise agreed between the Company and the Employee in writing. The Employee expressly agrees that any products, inventions, discoveries or improvements made by the Employee or his agents or affiliates in the course of the Employee's employment, including any of the foregoing which is based on or arises out of the information described in Section 7(a), shall be the property of and inure to the exclusive benefit of the Company. The Employee further agrees that any and all products, inventions, discoveries or improvements developed by the Employee (whether or not able to be protected by copyright, patent or trademark) during the course of his employment, or involving the use of the time, materials or other resources of the Company or any of its affiliates, shall be promptly disclosed to the Company and shall become the exclusive property of the Company, and the Employee shall execute and deliver any and all documents necessary or appropriate to implement the foregoing. (c) The Employee agrees, while he is employed by the Company, to offer or otherwise make known or available to it, as directed by the Chief Executive Officer Board of Directors of the Company and without additional compensation or consideration, any business prospects, contracts or other business opportunities that he may discover, find, develop or otherwise have available to him in any field in which the Company or its affiliates are engagedbusiness of providing marketing services to and performing related activities for pharmaceutical companies and healthcare telemarketing, and further agrees that any such prospects, contacts or other business opportunities shall be the property of the Company. (d) The Employee acknowledges that the Non-Competition Agreement executed and delivered concurrently herewith is an integral part of his employment arrangements with the Company.

CONFIDENTIALITY; PROPRIETARY RIGHTS. (a) In the course of performing services hereunder, on behalf of the Company (for purposes of this Section 7Company, including all predecessors of the Company) Monarch and its affiliatestheir affiliates and predecessors, and otherwise, the Employee has had had, and it is anticipated that the Employee will from time to time will have have, access to confidential records, data, customer lists, trade secrets and other confidential information owned or used in the course of business by the Company Company, Monarch and its their affiliates and predecessors (the "Confidential Information"). The Employee agrees (ia) to hold the Confidential Information in strict confidence; , (iib) not to disclose the Confidential Information to any person (other than in the regular business of the Company Company, Monarch or its any of their affiliates); , and (iiic) not to use, directly or indirectly, any of the Confidential Information for any competitive or commercial purpose other than on behalf of the Company his Company, Monarch and its their affiliates; provided, however, that the limitations set forth above shall not apply to any Confidential Information which (Ai) is then generally known to the public; (Bii) became or becomes generally known to the public through no fault of the Employee; or (Ciii) is disclosed in accordance with an order of a court of competent jurisdiction or applicable law. Upon the termination of the Employee's employment with the Monarch and the Company for any reason, all Confidential Information (including, without limitation, all data, memoranda, customer lists, notes, programs and other papers and items, and reproductions thereof relating to the foregoing matters) ), in the Employee's possession or control, shall be immediately returned to Monarch, the Company or the applicable affiliate and remain in its or their possession. (b) The Employee recognizes that the Company Company, Monarch and its their affiliates possess a proprietary interest in all of the information described in Section 7(a), subject to the provisions and limitations thereof, ) and have the exclusive right and privilege to use, protect by copyright, patent or trademark, or otherwise exploit the processes, ideas and concepts described therein to the exclusion of the Employee, except as otherwise agreed between the Company Company, Monarch and the Employee in writing. The Employee expressly agrees that any products, inventions, discoveries or improvements made by the Employee or his agents or affiliates in the course of the Employee's employment, during the Term of Employment, including any of the foregoing which is based on or arises arising out of the information described in Section 7(a), shall be the property of and inure to the exclusive benefit of the CompanyCompany or Monarch as applicable. The Employee further agrees that any and all products, inventions, discoveries or improvements developed by the Employee (whether or not able to be protected by copyright, patent or trademark) during the course of his employment, or involving the use of the time, materials or other resources of the Company Company, Monarch or any of its their affiliates, shall be promptly disclosed to the Company and Monarch and shall become the exclusive property of the CompanyCompany or Monarch, as applicable, and the Employee shall execute and deliver any and all documents necessary or appropriate to implement the foregoing. (c) The Employee agrees, while he is employed by the CompanyCompany or Monarch, to offer or otherwise make known or available to itthem, as directed by the Chief Executive Officer Board of the Company Directors of Monarch and without additional compensation or consideration, any business prospects, contracts or other business opportunities that he may discover, find, develop or otherwise have available to him in any field in which the Company or its affiliates are engaged, and further agrees that any such prospects, contacts or other business opportunities shall be the property of the Company.or

CONFIDENTIALITY; PROPRIETARY RIGHTS. (a) In the course of performing services hereunder, on behalf of the Company (for purposes of this Section 7, including all predecessors of the Company) and its affiliates, the Employee has had and from time to time will have access to confidential records, data, customer lists, trade secrets and other confidential information owned or used in the course of business by the Company and its affiliates (the "Confidential Information"). The Employee agrees (i) to hold the Confidential Information in strict confidence; (ii) not to disclose the Confidential Information to any person (other than in the regular business of the Company or its affiliates); and (iii) not to use, directly or indirectly, any of the Confidential Information for any competitive or commercial purpose other than on behalf of the Company and its affiliates; provided, however, that the limitations set forth above shall not apply to any Confidential Information which (A) is then generally known to the public; (B) became or becomes generally known to the public through no fault of the Employee; or (C) is disclosed in accordance with an order of a court of competent jurisdiction or applicable law. Upon the termination of the Employee's employment with the Company for any reason, all Confidential Information (including, without limitation, all data, memoranda, customer lists, notes, programs and other papers and items, and reproductions thereof relating to the foregoing matters) in the Employee's possession or control, shall be immediately returned to the Company or the applicable affiliate and remain in its or their possession. (b) The Employee recognizes that the Company and its affiliates possess a proprietary interest in all of the information described in Section 7(a), subject to the provisions and limitations thereof, and have the exclusive right and privilege to use, protect by copyright, patent or trademark, or otherwise exploit the processes, ideas and concepts described therein to the exclusion of the Employee, except as otherwise agreed between the Company and the Employee in writing. The Employee expressly agrees that any products, inventions, discoveries or improvements made by the Employee or his agents or affiliates in the course of the Employee's employment, including any of the foregoing which is based on or arises out of the information described in Section 7(a), shall be the property of and inure to the exclusive benefit of the Company. The Employee further agrees that any and all products, inventions, discoveries or improvements developed by the Employee (whether or not able to be protected by copyright, patent or trademark) during the course of his employment, or involving the use of the time, materials or other resources of the Company or any of its affiliates, shall be promptly disclosed to the Company and shall become the exclusive property of the Company, and the Employee shall execute and deliver any and all documents necessary or appropriate to implement the foregoing. (c) The Employee agrees, while he is employed by the Company, to offer or otherwise make known or available to it, as directed by the Chief Executive Officer President of the Company and without additional compensation or consideration, any business prospects, contracts contacts or other business opportunities that he may discover, find, develop or otherwise have available to him in any field in which the Company or its affiliates are engaged, and further agrees that any such prospects, contacts or other business opportunities shall be the property of the Company.

CONFIDENTIALITY; PROPRIETARY RIGHTS. (a) In the course of performing services hereunder, on behalf of the Company (for purposes of this Section 7, including all predecessors of and the Company) and its affiliatesParent, the Employee has had had, and it is anticipated that the Employee will from time to time will have have, access to confidential records, data, customer lists, trade secrets and other confidential information owned or used in the course of business by the Company Company, the Parent and its their affiliates and predecessors (the "Confidential Information"). The Employee agrees (ia) to hold the Confidential Information in strict confidence; , (iib) not to disclose the Confidential Information to any person (other than in the regular course of business of the Company Company, the Parent or its any of their affiliates); , and (iiic) not to use, directly or indirectly, any of the Confidential Information for any competitive or commercial purpose other than on behalf of the Company Company, the Parent and its their affiliates; provided, however, that the limitations set forth above shall not apply to any Confidential Information which (Ai) is then generally known to the public; (Bii) became or becomes generally known to the public through no fault of the Employee; or (Ciii) is disclosed in accordance with an order of a court of competent jurisdiction or applicable law; or (iv) is disclosed by Company to Midwest Dental Plan, Ltd. ("MDP") in connection with MDP's marketing or sale of its dental plan(s). Upon the termination of the Employee's employment with the Company for any reason, all Confidential Information (including, without limitation, all data, memoranda, customer lists, notes, programs and other papers and items, and reproductions thereof relating to the foregoing matters) in the Employee's possession or control, shall be immediately returned to the Company Company, the Parent or the applicable affiliate and remain in its or their possession. (b) The Employee recognizes that . Notwithstanding the Company and its affiliates possess a proprietary interest in all foregoing provisions of the information described in this Section 7(a), subject to if the provisions and limitations thereof, and have the exclusive right and privilege to use, protect by copyright, patent or trademark, or otherwise exploit the processes, ideas and concepts described therein to the exclusion employment of the Employee, except as otherwise agreed between Employee with the Company and the Employee in writing. The Employee expressly agrees that any products, inventions, discoveries or improvements made is terminated by the Employee or his agents or affiliates Company without cause (as defined in the course of Section 6(b)), the Employee's employment, including any of the foregoing which is based on or arises out of the information described in obligations under this Section 7(a), ) shall be the property automatically cease during any period of and inure to the exclusive benefit of the Company. The Employee further agrees time that any and all products, inventions, discoveries or improvements developed by the Employee (whether or not able to be protected by copyright, patent or trademark) during the course of his employment, or involving the use of the time, materials or other resources of the Company or any the Parent are in default of its affiliates, shall be promptly disclosed their obligations to make the Company severance payments to Employee as provided in Sections 6(e) and shall become the exclusive property of the Company, 11. The Employee's remedies in this Section 7(a) and the Employee shall execute and deliver any and all documents necessary or appropriate to implement the foregoingelsewhere in this Agreement are cumulative. (c) The Employee agrees, while he is employed by the Company, to offer or otherwise make known or available to it, as directed by the Chief Executive Officer of the Company Parent, and without additional compensation or consideration, any business prospects, contracts or other business opportunities that he may discover, find, develop or otherwise have available to him in any field in which the Company Company, the Parent or its their affiliates are engaged, and further agrees that any such prospects, contacts contracts or other business opportunities shall be the property of the CompanyCompany or the Parent, as applicable.

CONFIDENTIALITY; PROPRIETARY RIGHTS. (a) In the course of performing services hereunder, on behalf of the Company (for purposes of this Section 7, 7 including all predecessors of the Company) and its affiliates, the Employee has had and from time to time will have access to confidential records, data, customer lists, trade secrets and other confidential information owned or used in the course of business by the Company and its affiliates (the "'Confidential Information"). The Employee agrees (ia) to hold the Confidential Information in strict confidence; , (iib) not to disclose the Confidential Information to any person (other than in the regular business of the Company or its affiliates); , and (iiic) not to use, directly or indirectly, any of the Confidential Information for any competitive or commercial purpose other than than-on behalf of the Company and its affiliates; provided, however, that the limitations set forth above shall not apply to any Confidential Information which (Ai) is then generally known to the public; (Bii) became or becomes generally known to the public through no fault of the Employee; or (Ciii) is disclosed in accordance with an order of a court of competent jurisdiction or applicable law. Upon the termination of the Employee's employment with the Company for any reason, all Confidential Information (including, without limitation, all data, memoranda, customer lists, notes, programs and other papers and items, and reproductions thereof relating to the foregoing matters) in the Employee's possession or control, shall be immediately returned to the Company or the applicable affiliate and remain in its or their possession. (b) The Employee recognizes that the Company and its affiliates possess a proprietary interest in all of the information described in Section 7(a), subject to the provisions and limitations thereof, and have the exclusive right and privilege to use, protect by copyright, patent or trademark, or otherwise exploit the processes, ideas and concepts described therein to the exclusion of the Employee, except as otherwise agreed between the Company and the Employee in writing. The Employee expressly agrees that any products, inventions, discoveries or improvements made by the Employee or his agents or affiliates in the course of the Employee's employment, including any of the foregoing which is based on or arises out of the information described in Section 7(a7 (a), shall be the property of and inure to the exclusive benefit of the Company. The Employee further agrees that any and all products, inventions, discoveries or improvements developed by the Employee (whether or not able to be protected by copyright, patent or trademark) during the course of his employment, or involving the use of the time, materials or other resources of the Company or any of its affiliates, shall be promptly disclosed to the Company and shall become the exclusive property of the Company, and the Employee shall execute and deliver any and all documents necessary or appropriate to implement the foregoing. (c) The Employee agrees, while he is employed by the Company, to offer or otherwise make known or available to it, as directed by the Chief Executive Officer of the Company and without additional compensation or consideration, any business prospects, contracts or other business opportunities that he may discover, find, develop or otherwise have available to him in any field in which the Company or its affiliates are engaged, and further agrees that any such prospects, contacts or other business opportunities shall be the property of the Company.

CONFIDENTIALITY; PROPRIETARY RIGHTS. (a) In the course of performing services hereunder, on behalf of the Company (for purposes of this Section 7, 7 including all predecessors of the Company) and its affiliates, the Employee has had and from time to time will have access to confidential records, data, customer lists, trade secrets and other confidential information owned or used in the course of business by the Company and its affiliates (the "Confidential Information"). The Employee agrees (ia) to hold the Confidential Information in strict confidence; , (iib) not to disclose the Confidential Information to any person (other than in the regular business of the Company or its affiliates); , and (iiic) not to use, directly or indirectly, any of the Confidential Information for any competitive or commercial purpose other than on behalf of the Company and its affiliates; provided, however, that the -------- ------- limitations set forth above shall not apply to any Confidential Information which (Ai) is then generally known to the public; (Bii) became or becomes generally known to the public through no fault of the Employee; or (Ciii) is disclosed in accordance with an order of a court of competent jurisdiction or applicable law. Upon the termination of the Employee's employment with the Company for any reason, all Confidential Information (including, without limitation, all data, memoranda, customer lists, notes, programs and other papers and items, and reproductions thereof relating to the foregoing matters) in the Employee's possession or control, shall be immediately returned to the Company or the applicable affiliate and remain in its or their possession. (b) The Employee recognizes that the Company and its affiliates possess a proprietary interest in all of the information described in Section 7(a), subject to the provisions and limitations thereof, ) and have the exclusive right and privilege to use, protect by copyright, patent or trademark, or otherwise exploit the processes, ideas and concepts described therein to the exclusion of the Employee, except as otherwise agreed between the Company and the Employee in writing. The Employee expressly agrees that any products, inventions, discoveries or improvements made by the Employee or his agents or affiliates in the course of the Employee's employment, including any of the foregoing which is based on or arises out of the information described in Section 7(a), shall be the property of and inure to the exclusive benefit of the Company. The Employee further agrees that any and all products, inventions, discoveries or improvements developed by the Employee (whether or not able to be protected by copyright, patent or trademark) during the course of his employment, or involving the use of the time, materials or other resources of the Company or any of its affiliates, shall be promptly disclosed to the Company and shall become the exclusive property of the Company, and the Employee shall execute and deliver any and all documents necessary or appropriate to implement the foregoing. (c) The Employee agrees, while he is employed by the Company, to offer or otherwise make known or available to it, as directed by the Chief Executive Officer Board of Directors of the Company and without additional compensation or consideration, any business prospects, contracts or other business opportunities that he may discover, find, develop or otherwise have available to him in any field in which the Company or its affiliates are engagedbusiness of providing marketing services to and performing related activities for pharmaceutical companies and healthcare telemarketing, and further agrees that any such prospects, contacts or other business opportunities shall be the property of the Company. (d) The Employee acknowledges that the Non-Competition Agreement executed and delivered concurrently herewith is an integral part of his employment arrangements with the Company.

CONFIDENTIALITY; PROPRIETARY RIGHTS. (a) In the course of performing services hereunder, on behalf of Seller and the Company (for purposes of this Section 7, including all predecessors of the Company) and its affiliates, the Employee has had and from time to time will have access to confidential records, data, customer lists, trade secrets and other confidential information owned or used in the course of business by the Company and its affiliates Confidential Information (the "Confidential Information"as defined below). The Employee agrees (i) to hold the Confidential Information in strict confidence; , (ii) not to disclose the Confidential Information to any person (other than in the regular business of the Company or its affiliates); , and (iii) not to use, directly or indirectly, any of the Confidential Information for any competitive or commercial purpose other than on behalf of the Company and its affiliates; providedaffiliates or in connection with the Permitted Activities. All documents, howeverrecords, data, apparatus, equipment and other physical property, whether or not pertaining to Confidential Information, that are furnished to Employee by the limitations set forth above shall not apply to Company, Holdings or any Confidential Information which (A) is then generally known to subsidiary thereof or are produced by Employee in connection with Employee's employment will be and remain the public; (B) became or becomes generally known to the public through no fault sole property of the Employee; Company, Holdings or (C) is disclosed in accordance with an order of a court of competent jurisdiction or applicable lawsuch subsidiary, as applicable. Upon the termination of the Employee's employment with the Company and its subsidiaries for any reasonreason and as and when otherwise requested by the Company, all Confidential Information (including, without limitation, all data, memoranda, customer lists, notes, programs and other papers and items, and reproductions thereof relating to the foregoing matters) in the Employee's possession or control, shall be immediately returned to the Company Company. The term "Confidential Information" shall mean all information pertaining to the Company, Holdings or any subsidiary thereof which is not publicly available or the applicable affiliate disclosure of which could result in a competitive or other disadvantage to the Company, Holdings or any subsidiary thereof. Confidential Information includes information, whether or not patentable or copyrightable, in written, oral, electronic or other tangible or intangible forms, stored in any medium, including, by way of example and remain without limitation, trade secrets, ideas, concepts, designs, configurations, specifications, drawings, blueprints, diagrams, models, prototypes, samples, flow charts processes, techniques, formulas, software, improvements, inventions, data, know-how, discoveries, copyrightable materials, marketing plans and strategies, sales and financial reports and forecasts, cost and performance data, debt arrangements, equity structure, purchasing and sales data, price lists, customer lists, studies, reports, records, books, contracts, instruments, surveys, computer disks, diskettes, tapes, computer programs, corporate information, including, by way of example and without limitation, policies, resolutions, negotiations or litigation, operational information, personnel information and business plans, prospects and opportunities (such as possible acquisitions or dispositions of businesses or facilities) which have been discussed or considered by the management of the Company, Holdings or any subsidiary thereof (and of which Employee has knowledge). Confidential Information includes information developed by Employee in its the course of Employee's employment by Seller or their possession. (b) The Employee recognizes that the Company and its affiliates possess subsidiaries, as well as other information to which Employee may have access in connection with Employee's employment. Confidential Information also includes the confidential information of others with which the Company, Holdings or any subsidiary thereof has a proprietary interest business relationship. Notwithstanding the foregoing, Confidential Information does not include information in all the public domain, unless due to breach of the information described in Employee's duties under this Section 7(a), subject to the provisions and limitations thereof, and have the exclusive right and privilege to use, protect by copyright, patent or trademark, or otherwise exploit the processes, ideas and concepts described therein to the exclusion of the Employee, except as otherwise agreed between the Company and the Employee in writing. The Employee expressly agrees that any products, inventions, discoveries or improvements made by the Employee or his agents or affiliates in the course of the Employee's employment, including any of the foregoing which is based on or arises out of the information described in Section 7(a), shall be the property of and inure to the exclusive benefit of the Company. The Employee further agrees that any and all products, inventions, discoveries or improvements developed by the Employee (whether or not able to be protected by copyright, patent or trademark) during the course of his employment, or involving the use of the time, materials or other resources of the Company or any of its affiliates, shall be promptly disclosed to the Company and shall become the exclusive property of the Company, and the Employee shall execute and deliver any and all documents necessary or appropriate to implement the foregoing. (c) The Employee agrees, while he is employed by the Company, to offer or otherwise make known or available to it, as directed by the Chief Executive Officer of the Company and without additional compensation or consideration, any business prospects, contracts or other business opportunities that he may discover, find, develop or otherwise have available to him in any field in which the Company or its affiliates are engaged, and further agrees that any such prospects, contacts or other business opportunities shall be the property of the Company.

CONFIDENTIALITY; PROPRIETARY RIGHTS. (a) In the course of performing services hereunder, on behalf of the Company (for purposes of this Section 7, 7 including all predecessors of the Company) and its affiliates, the Employee has had and from time to time will have access to confidential records, data, customer lists, trade secrets and other confidential information owned or used in the course of business by the Company and its affiliates (the "Confidential Information"). The Employee agrees (ia) to hold the Confidential Information in strict confidence; , (iib) not to disclose the Confidential Information to any person (other than in the regular business of the Company or its affiliates); , and (iiic) not to use, directly or indirectly, any of the Confidential Information for any competitive or commercial purpose other than on behalf of the Company and its affiliates; provided, however, that the -------- ------- limitations set forth above shall not apply to any Confidential Information which (Ai) is then generally known to the public; (Bii) became or becomes generally known to the public through no fault of the Employee; or (Ciii) is disclosed in accordance with an order of a court of competent jurisdiction or applicable law. Upon the termination of the Employee's employment with the Company for any reason, all Confidential Information (including, without limitation, all data, memoranda, customer lists, notes, programs and other papers and items, and reproductions thereof relating to the foregoing matters) in the Employee's possession or control, shall be immediately returned to the Company or the applicable affiliate and remain in its or their possession. (b) The Employee recognizes that the Company and its affiliates possess a proprietary interest in all of the information described in Section 7(a), subject to the provisions and limitations thereof, ) and have the exclusive right and privilege to use, protect by copyright, patent or trademark, or otherwise exploit the processes, ideas and concepts described therein to the exclusion of the Employee, except as otherwise agreed between the Company and the Employee in writing. The Employee expressly agrees that any products, inventions, discoveries or improvements made by the Employee or his agents or affiliates in the course of the Employee's employment, including any of the foregoing which is based on or arises out of the information described in Section 7(a), shall be the property of and inure to the exclusive benefit of the Company. The Employee further agrees that any and all products, inventions, discoveries or improvements developed by the Employee (whether or not able to be protected by copyright, patent or trademark) during the course of his employment, or involving the use of the time, materials or other resources of the Company or any of its affiliates, shall be promptly disclosed to the Company and shall become the exclusive property of the Company, and the Employee shall execute and deliver any and all documents necessary or appropriate to implement the foregoing. (c) The Employee agrees, while he is employed by the Company, to offer or otherwise make known or available to it, as directed by the Chief Executive Officer Board of Directors of the Company and without additional compensation or consideration, any business prospects, contracts or other business opportunities that he may discover, find, develop or otherwise have available to him in any field in which the Company or its affiliates are engagedbusiness of providing marketing services to and providing related activities for pharmaceutical companies and healthcare telemarketing, and further agrees that any such prospects, contacts or other business opportunities shall be the property of the Company. (d) The Employee acknowledges that the Non-Competition Agreement executed and delivered concurrently herewith is an integral part of his employment arrangements with the Company.