Common use of Confidentiality; Return of Company Property Clause in Contracts

Confidentiality; Return of Company Property. During Employee’s relationship with the Company (including his relationship with the Company prior to the date of this Agreement), Employee has been and/or will be exposed to and has received or will receive confidential and proprietary information of the Company or its Affiliates, including but not limited to lists of Customers or proposed Customers, technical information, computer software, know-how, processes, business and marketing plans, strategies, training and operational procedures, information concerning the Company’s products, promotions, development, financing, business policies and practices, formulae, patterns, compilations, databases, programs, devices, methods, techniques, or processes, and other forms of information in the nature of trade secrets (collectively, the “Confidential Information”). From the date of execution hereof and for as long as the information or data remains Confidential Information, Employee shall not use, disclose, or permit any person to obtain any Confidential Information of the Company. Employee agrees that he will protect the Confidential Information by using all reasonable care, and further agrees that he will not disclose, transfer, use, copy, or allow third parties access to any such Confidential Information, except as expressly authorized by the Company. To the extent Confidential Information of the Company does not qualify as a trade secret under applicable law, it will nonetheless be protected under this Agreement. Upon the request of the Company, but in any event upon termination of Employee’s employment with the Company, Employee shall surrender to the Company all memoranda, notes, records, drawings, manuals, computer software, and other documents or materials (and all copies thereof) furnished by the Company to the Employee, including all Confidential Information. This section is intended to apply to all materials made or compiled by Employee, as well as to all materials furnished to Employee by the Company or by anyone else. The obligations of this Section 1 will be in addition to any other agreements that Employee has entered into with the Company regarding the receipt of Confidential Information.

Confidentiality; Return of Company Property. During Employee recognizes and acknowledges that the Company has expended considerable resources in the acquisition, development and accumulation of confidential information, trade secrets and proprietary information concerning its business operations. Employee further recognizes and acknowledges that by reason of Employee’s employment with the Company Employee was in a confidential relationship with the Company (including his relationship with the Company prior and had access to the date of this Agreement)its confidential information, trade secrets and proprietary information. Accordingly, Employee has been and/or will be exposed to and has received or will receive confidential and proprietary information of the Company or its Affiliates, including but not limited to lists of Customers or proposed Customers, technical information, computer software, know-how, processes, business and marketing plans, strategies, training and operational procedures, information concerning the Company’s products, promotions, development, financing, business policies and practices, formulae, patterns, compilations, databases, programs, devices, methods, techniques, or processes, and other forms of information in the nature of trade secrets agrees as follows: (collectively, the “Confidential Information”). From the date of execution hereof and for as long as the information or data remains Confidential Information, Employee shall not use, disclose, or permit any person to obtain any Confidential Information of the Company. a) Employee agrees that he will protect the Confidential Information by using all reasonable care, and further agrees that he Employee will not disclose, transfer, use, copy, use or allow third parties access disclose to any such Confidential Informationthird party, except as expressly authorized in any manner whatsoever, whether created by the Company. To the extent Confidential Information of Employee or obtained from the Company does not qualify as a trade secret under applicable law(or any parent, it will nonetheless be protected under this Agreement. Upon the request of the Companypartner, but in subsidiary or affiliate thereof) or third parties, any event upon termination of confidential information or proprietary information relating to Employee’s employment with the Company, the operations of the Company or any parent, subsidiary or affiliate thereof (including, without limitation, marketing and sales plans, financial data and reports, technical data, software, inventions, developments, discoveries, business plans and employee information), or confidential information pertaining to any business relationships of the Company (or any subsidiary or affiliate thereof). If Employee shall surrender is requested or compelled to disclose confidential information by any court or government agency, Employee will promptly notify the Company of the request or compulsion, so that the Company may seek a protective order or other appropriate remedy, or waive applicable protections. If, in the absence of a protective order or other remedy, or the receipt of a waiver by the Company, Employee is required to disclose confidential information by an order of a court or agency of competent jurisdiction, Employee may disclose only that portion of the confidential information Employee is required to disclose. Notwithstanding the foregoing, nothing in this Agreement limits Employee’s truthful participation or cooperation with a court or regulatory agency of competent jurisdiction. (b) To the extent Employee has not already done so, and except as may be otherwise provided in this Agreement (including in paragraph 6), Employee agrees that he will immediately return to the Company (i) all property of the Company (or any parent, subsidiary or affiliate thereof) in Employee’s possession or under Employee’s control, including, without limitation, computer hardware and software, computer data files (whether in tape or diskette form), cellular telephones, Company leased automobiles, entry cards, identification badges, keys, customer lists and computer system access codes, and (ii) all merchandising programs, memoranda, notes, plans, records, drawingsreports, manualsfinancial statements, computer softwareemployee files, prospective employee resumes, correspondence (both intra-company and with outside parties) and other documents or materials and data (and all copies thereof) furnished relating to the business of the Company (or any parent, partner, subsidiary or affiliate thereof), whether created by Employee or obtained from the Company (or any subsidiary or affiliate thereof) or third parties, which Employee has in his possession or under his control. (c) To the extent Employee has not already done so, Employee hereby assigns all right, title and interest in and to any inventions, products, discoveries, improvements, processes, manufacturing, marketing and services methods or techniques, formulae, designs, styles, specifications, data bases, computer programs (whether in source code or object code), know-how, strategies and data, whether or not patentable or registrable under patent, trademark, copyright or similar statutes, made, developed or created by Employee (whether at the request or suggestion of the Company, any of its affiliates, or otherwise, whether alone or in conjunction with others, and whether during regular hours of work or otherwise) during the period of Employee’s engagement by the Company Company, which pertains to the Employeeactual or contemplated business, products, intellectual property or processes of the Company or any of its affiliates (collectively hereinafter referred to as “Developments”). Employee agrees the Company owns and shall own all right, title and interest to the Developments and that such Developments shall be considered “works made for hire” under US Copyright Law. If any of the Developments are held for any reason not to be “works made for hire” for the Company or if ownership of all right, title and interest in and to the Developments has not vested exclusively and immediately in the Company upon creation, the Employee irrevocably assigns, without further consideration, all right, title and interest in and to the Developments to the Company including any and all Confidential Informationmoral rights in the Developments recognized by applicable law. This section is intended The Employee irrevocably agrees to apply to all materials made or compiled by Employee, as well as to all materials furnished to Employee execute any document requested by the Company or by anyone else. The obligations its affiliates to give effect to this paragraph such as assignment of this Section 1 will be in addition invention or other general assignments of intellectual property rights, without additional compensation thereof. (d) Employee agrees to any other agreements that Employee has entered into with keep all of the Company regarding the receipt of Confidential InformationCompany’s trade secrets confidential for so long as they continue to constitute a trade secret under applicable law.

Confidentiality; Return of Company Property. During Employee recognizes and acknowledges that the Company has expended considerable resources in the acquisition, development and accumulation of confidential information, trade secrets and proprietary information concerning its business operations. Employee further recognizes and acknowledges that by reason of Employee’s 's employment with the Company Employee was in a confidential relationship with the Company and had access to its confidential information, trade secrets and proprietary information. Accordingly, Employee agrees as follows: (including his relationship a) Employee agrees that, except as required by law or pursuant to legal process, Employee will not use or disclose to any third party, in any manner whatsoever, whether created by Employee or obtained from the Company (or any parent, partner, subsidiary or affiliate thereof) or third parties, any confidential information or proprietary information relating to Employee's employment with the Company prior to Company, the date of this Agreement), Employee has been and/or will be exposed to and has received or will receive confidential and proprietary information operations of the Company or its Affiliatesany parent, including but not limited to lists of Customers subsidiary or proposed Customersaffiliate thereof (including, without limitation, marketing and sales plans, financial data and reports, technical data, software, inventions, developments, discoveries, business plans and employee information), or confidential information pertaining to any business relationships of the Company (or any subsidiary or affiliate thereof). The restrictions in this Paragraph 8(a) shall not apply with respect to any inquiry by a government agency or regulatory body, and nothing in this Agreement limits Employee's truthful participation or cooperation with a government agency or regulatory body. If Employee is requested or compelled to disclose confidential information by any court, government agency, or regulatory body, Employee will promptly notify the Company of the request or compulsion, so that the Company may seek a protective order or other appropriate remedy, or waive applicable protections. If, in the absence of a protective order or other remedy, or the receipt of a waiver by the Company, Employee is required to disclose confidential information by an order of a court or agency of competent jurisdiction, Employee shall disclose only that portion of the confidential information Employee is required to disclose. (b) To the extent Employee has not already done so, and except as may be otherwise provided in this Agreement, Employee agrees that Employee will immediately return to the Company (i) all property of the Company (or any parent, subsidiary or affiliate thereof) in Employee's possession or under Employee's control, including, without limitation, computer hardware and software, computer data files (whether in tape or diskette form), cellular telephones, Company leased automobiles, entry cards, identification badges, keys, customer lists and computer system access codes, and (ii) all merchandising programs, memoranda, notes, plans, records, reports, financial statements, employee files, prospective employee resumes, correspondence (both intra-company and with outside parties) and other documents and data (and all copies thereof) relating to the business of the Company (or any parent, partner, subsidiary or affiliate thereof), whether created by Employee or obtained from the Company (or any subsidiary or affiliate thereof) or third parties, which Employee has in his possession or under his control. (c) To the extent Employee has not already done so, Employee hereby assigns all right, title and interest in and to any inventions, products, discoveries, improvements, processes, manufacturing, marketing and services methods or techniques, formulae, designs, styles, specifications, data bases, computer programs (whether in source code or object code), know-how, processesstrategies and data, business and marketing planswhether or not patentable or registrable under patent, strategiestrademark, training and operational procedurescopyright or similar statutes, information concerning made, developed or created by Employee (whether at the Company’s products, promotions, development, financing, business policies and practices, formulae, patterns, compilations, databases, programs, devices, methods, techniques, request or processes, and other forms of information in the nature of trade secrets (collectively, the “Confidential Information”). From the date of execution hereof and for as long as the information or data remains Confidential Information, Employee shall not use, disclose, or permit any person to obtain any Confidential Information suggestion of the Company, any of its affiliates, or otherwise, whether alone or in conjunction with others, and whether during regular hours of work or otherwise) during the period of Employee's engagement by the Company, which pertains to the actual or contemplated business, products, intellectual property or processes of the Company or any of its affiliates (collectively hereinafter referred to as “Developments”). Employee agrees that he will protect the Confidential Information Company owns and shall own all right, title and interest to the Developments and that such Developments shall be considered “works made for hire” under US Copyright Law. If any of the Developments are held for any reason not to be “works made for hire” for the Company or if ownership of all right, title and interest in and to the Developments has not vested exclusively and immediately in the Company upon creation, the Employee irrevocably assigns, without further consideration, all right, title and interest in and to the Developments to the Company including any and all moral rights in the Developments recognized by using all reasonable care, and further applicable law. The Employee irrevocably agrees that he will not disclose, transfer, use, copy, or allow third parties access to execute any such Confidential Information, except as expressly authorized document reasonably requested by the Company. To the extent Confidential Information Company or its affiliates to give effect to this paragraph such as assignment of invention or other general assignments of intellectual property rights, without additional compensation thereof. (d) Employee agrees to keep all of the Company does not qualify Company's trade secrets confidential for so long as they continue to constitute a trade secret under applicable law, it will nonetheless be protected under this Agreement. Upon the request of the Company, but in any event upon termination of Employee’s employment with the Company, Employee shall surrender to the Company all memoranda, notes, records, drawings, manuals, computer software, and other documents or materials (and all copies thereof) furnished by the Company to the Employee, including all Confidential Information. This section is intended to apply to all materials made or compiled by Employee, as well as to all materials furnished to Employee by the Company or by anyone else. The obligations of this Section 1 will be in addition to any other agreements that Employee has entered into with the Company regarding the receipt of Confidential Information.

Confidentiality; Return of Company Property. During Employee’s relationship (a) Xx. Xxxxx agrees to continue to comply with the Company (including his relationship with the Company prior to the date of this Agreement), Employee has been and/or will be exposed to and has received or will receive confidential and proprietary information Confidentiality provisions contained in Section 5.3 of the Company Employment Agreement. (b) Additionally, Xx. Xxxxx shall not at any time, either individually or its Affiliatesjointly with others, including but not limited publish, disclose, use, or authorize anyone else to lists publish, disclose, or use, any trade secret, proprietary or confidential material or information relating to any aspect of Customers the business or proposed Customersoperations of O’Charley’s Inc. including, technical without limitation, financial information, computer softwarecustomer identities, preferences, profiles and addresses, employee lists and information, trade or industrial practices, technology, methods of operation, marketing strategies, training methods and materials, recipes or know-how, processesor development plans and specifications of O’Charley’s. (c) Additionally, business Xx. Xxxxx also agrees to return, and marketing plansshall not retain possession of, strategies, training any and operational proceduresall copies of confidential and proprietary O’Charley’s material, information concerning the Company’s productsand property in his possession or control (these include, promotionswithout limitation, development, financing, business policies and practices, formulae, patterns, compilations, databases, programs, devices, methods, techniques, or processes, and other forms of information in the nature of trade secrets (collectively, the “Confidential Information”). From the date of execution hereof and for as long as the information or data remains Confidential Information, Employee shall not use, disclose, or permit any person to obtain any Confidential Information of the Company. Employee agrees that he will protect the Confidential Information by using all reasonable care, and further agrees that he will not disclose, transfer, use, copy, or allow third parties access to any such Confidential Information, except as expressly authorized by the Company. To the extent Confidential Information of the Company does not qualify as a trade secret under applicable law, it will nonetheless be protected under this Agreement. Upon the request of the Company, but in any event upon termination of Employee’s employment with the Company, Employee shall surrender to the Company all memoranda, notes, records, drawingsdocuments, manuals, coupons, discount cards, Ambassador cards, letterhead/stationary, business cards, computers, computer softwareprograms, phones, cds, diskettes, emails, customer lists, notebooks, reports and other documents written or materials (and graphic materials, including all copies thereof) furnished , in any way relating to O’Charley’s/ business and prepared by Xx. Xxxxx or obtained from O’Charley’s during the Company course of Xx. Xxxxx’ employment with O’Charley’s); and regardless of whether any of the foregoing should be in electronic form, tangible form, or any combination thereof. However, notwithstanding anything else herein, Xx. Xxxxx and X’Xxxxxxx’x recognize and agree that Xx. Xxxxx has extensive knowledge, skill and experience related to the Employeecasual dining restaurant industry which were gained prior to beginning his employment with O’Charley’s, including all Confidential Information. This section is intended and subject to apply to all materials made or compiled by Employee, as well as to all materials furnished to Employee by the Company or by anyone else. The obligations restrictions of paragraph 16 of this Section 1 Agreement, nothing herein shall construed to prevent Xx. Xxxxx from utilizing such knowledge, skill and experience in the future, for the benefit of himself or a future employer. It is expressly agreed, acknowledged and understood that a violation of this paragraph would be a material breach of Xx. Xxxxx’x obligations under this Agreement and would cause damage to O’Charley’s in such a way that it would be impossible to calculate the actual damages. Any such disclosure will be in addition entitle O’Charley’s to any other agreements that Employee has entered into with the Company regarding the receipt of Confidential Informationinjunctive and monetary relief.

Confidentiality; Return of Company Property. During The Employee agrees and understands that in the Employee’s relationship position with the Company (including and performance of his relationship with responsibilities, duties and services for the Company prior to and/or its Affiliates, the date of this Agreement), Employee has been and/or will be exposed to and has received or will receive information relating to the confidential and proprietary information affairs of the Company or and/or its Affiliates, including but not limited to lists of Customers or proposed Customers, technical information, computer software, know-how, processesintellectual property, business and marketing plans, strategies, training and operational procedurescustomer information, other information concerning the Company’s products, promotions, development, financing, expansion plans, business policies and practices, formulae, patterns, compilations, databases, programs, devices, methods, techniques, or processespractices of the Company and/or its Affiliates, and other forms of confidential information, trade secrets and/or confidential information in the nature of trade secrets of the Company and/or its Affiliates (collectively, the “Confidential Information”). From The Employee acknowledges and represents that as of the date time of execution hereof of this Agreement the Employee has not disclosed, and for as long as the information or data remains Confidential Information, Employee shall not use, disclose, or permit any person to obtain any Confidential Information of the Company. Employee agrees that he will protect at any time thereafter the Confidential Information by using all reasonable care, and further agrees that he Employee will not disclose, transfer, use, copy, or allow third parties access to any such Confidential Information, except as expressly authorized by either directly or indirectly, to any third person or entity without the Company. To the extent Confidential Information prior written consent of the Company does and/or its Affiliates, as appropriate. This confidentiality covenant has no temporal, geographical or territorial restriction. The Employee agrees that during the Continuation Period, and for one year thereafter, the employee will not qualify as a trade secret under applicable law, it will nonetheless be protected under this Agreement. Upon the request of the Company, but in work for nor consult with any event upon termination of Employee’s employment person or entity that competes with the Company, where that person or entity would benefit from Confidential Information as a result. The Employee shall surrender will also be available from time to time to provide support to the Company at no charge. Any out of pocket expenses incurred by the Employee, as a result of such support will be reimbursed within (15) days. Except for his laptop computer, palm pilot and home fax machine, which the Employee will be permitted to retain, the employee has returned to the Company and/or its Affiliates, as appropriate, all memorandaproperty, keys, computer equipment, software data files, notes, recordsmemoranda, drawingswritings, manualslists, computer softwarefiles, reports, customer lists, correspondence, tapes, disks, cards, surveys, maps, logs, machines, technical data and any other documents tangible product or materials document which has been produced by, received by or otherwise submitted to the Employee during or prior to his employment with the Company and, as applicable, all copies, in whatever medium, thereof. Any such data or property (and all including copies thereof) furnished stored on computer, software data files or other equipment belonging to the Employee (or to which the Employee otherwise has lawful access after the date hereof) shall be deleted by the Company to the Employee, including all Confidential Information. This section is intended to apply to all materials made or compiled by Employee, as well as to all materials furnished to Employee by the Company or by anyone else. The obligations immediately following execution of this Section 1 will be in addition to any other agreements that Employee has entered into with the Company regarding the receipt of Confidential InformationAgreement.