Common use of Confidentiality/Trade Secrets Clause in Contracts

Confidentiality/Trade Secrets. The Parties acknowledge that Executive’s position with the Company is one of trust and confidence both by reason of his position and by reason of his access to and contact with the trade secrets and confidential and proprietary business information of the Company. Both during the term of Executive’s employment by the Company and thereafter, the Parties covenant and agree as follows: (a) that the Company will provide Executive access to trade secrets and confidential, proprietary information of the Company including, but not limited to, proprietary information concerning the Company’s customers and suppliers and the Company’s relationship with same, the identity of key employees and their areas of expertise, its arrangements with customers and suppliers, its trade secrets, and its technical data, records, compilations of information, processes, budgets, forecasts, margins, and specifications relating to its customers, suppliers, products and services (hereafter “Confidential Information”); (b) that Executive will exercise diligence to protect and safeguard the Confidential Information; (c) that Executive shall not disclose any of such Confidential Information, except as may be required in the course of his employment; and (d) that Executive shall not use, directly or indirectly, for his own benefit or for the benefit of another, any of such Confidential Information. All files, records, documents, drawings, specifications, memoranda, notes, or other documents relating to the business of the Company, whether prepared by the Executive or otherwise coming into his possession shall be the exclusive property of the Company and shall be delivered to the Company and not retained by the Executive upon the expiration of the Term or the termination of this Agreement for any reason whatsoever; provided however, that to the extent the Executive continues his employment with the Company, continues to serve on the Board or provides consulting services to the Company subsequent to expiration of the Term or the termination of this Agreement, the Executive shall be entitled to retain such property until the termination of such employment or service. The Executive shall not be required to keep confidential or restrict the use of any Confidential Information (i) which he may be required to disclose at the express direction of any authorized government agency, pursuant to a subpoena or other court process, or as otherwise required by any law, rule, regulation or order of any regulatory body, (ii) which has become generally available to the public by means other than a breach of this Agreement by the Executive, or (iii) as to which disclosure or use the Board consents in writing in its sole and absolute discretion.

Confidentiality/Trade Secrets. The Parties acknowledge Executive acknowledges that Executive’s his position with the Company is one of the highest trust and confidence both by reason of his position and by reason of his access to and contact with the trade secrets and confidential and proprietary business information of the Company. Both Executive agrees that during the term Term of Executive’s employment by the Company Employment and thereafter, the Parties covenant and agree as follows: (a) that He shall protect and safeguard the Company will provide Executive access to trade secrets and confidential, confidential and proprietary information of the Company includingCompany, but including (by way of illustration and not limited to, proprietary information concerning the Company’s customers and suppliers and the Company’s relationship with same, the identity of key employees and their areas of expertise, limitation) its arrangements with vendors, customers and suppliers, joint venture partners (referred to collectively as Company's "contractors"); its trade secrets, and its technical data, records, patents, licenses, trademarks, copyrights, compilations of information, processes, budgetsprograms, know-how, improvements, discoveries, marketing plans, strategies, forecasts, marginsunpublished financial statements, budgets, projections, licenses, prices, costs, files, documents, drawings, memoranda, notes, or other documents, whether maintained electronically or in hard copy (all such information is hereinafter called the "Proprietary Information"); other than information known to him\her before the date hereof and specifications relating learned from third parties without breach of any obligation of confidentiality or otherwise to its customersCompany, suppliers, products and services (hereafter “Confidential Information”)or in the public domain; (b) that Executive will exercise diligence to protect and safeguard the Confidential Information; (c) that Executive He shall not disclose any of such Confidential Proprietary Information, except as may be required in the ordinary course of performing his employmentduties as an employee of Company; and (dc) that Executive He shall not use, directly or indirectly, for his own benefit or for the benefit of another, any of such Confidential Proprietary Information, other than for the benefit of Company as may be required in the ordinary course of performing his duties as an employee of Company. All The Proprietary Information shall be the exclusive property of Company. Executive agrees that he shall deliver to Company all files, records, documents, drawings, specifications, memoranda, notesand other materials, whether electronic or other documents hard copy, relating to the business Proprietary Information or pertaining to his work with Company in the event of the either Company, whether prepared by the Executive or otherwise coming into his possession shall be the exclusive property of the Company and shall be delivered to the Company and not retained by the Executive upon the expiration of the Term 's request or the termination of this Agreement his employment for any reason whatsoever; provided howeverreason, and that to the extent the Executive continues his employment he will not take with the Company, continues to serve on the Board or provides consulting services to the Company subsequent to expiration him any of the Term foregoing or the termination of this Agreement, the Executive shall be entitled to retain such property until the termination of such employment or service. The Executive shall not be required to keep confidential or restrict the use any reproduction of any Confidential Information (i) which he may be required to disclose at of the express direction of any authorized government agency, pursuant to a subpoena or other court process, or as otherwise required by any law, rule, regulation or order of any regulatory body, (ii) which has become generally available to the public by means other than a breach of this Agreement by the Executive, or (iii) as to which disclosure or use the Board consents in writing in its sole and absolute discretionforegoing.

Confidentiality/Trade Secrets. The Parties acknowledge Executive acknowledges that Executive’s his position with the Company is one of the highest trust and confidence both by reason of his position and by reason of his access to and contact with the trade secrets and confidential and proprietary business information of the Company. Both Executive agrees that during the term Term of Executive’s employment by the Company Employment and thereafter, the Parties covenant and agree as follows: (a) that a. He shall protect and safeguard the Company will provide Executive access to trade secrets and confidential, confidential and proprietary information of the Company includingCompany, but including (by way of illustration and not limited to, proprietary information concerning the Company’s customers and suppliers and the Company’s relationship with same, the identity of key employees and their areas of expertise, limitation) its arrangements with vendors, customers and suppliers, joint venture partners (referred to collectively as Company's "contractors"); its trade secrets, and its technical data, records, patents, licenses, trademarks, copyrights, compilations of information, processes, budgetsprograms, know-how, improvements, discoveries, marketing plans, strategies, forecasts, marginsunpublished financial statements, and specifications relating budgets, projections, licenses, prices, costs, files, documents, drawings, memoranda, notes, or other documents, whether maintained electronically or in hard copy (all such information is hereinafter called the "Proprietary Information"); other than information known to its customershim before the date hereof or learned from third Parties without breach of any obligation of confidentiality or otherwise to Company, suppliers, products and services (hereafter “Confidential Information”)or in the public domain; (b) that Executive will exercise diligence to protect and safeguard the Confidential Information; (c) that Executive b. He shall not disclose any of such Confidential Proprietary Information, except as may be required in the ordinary course of performing his employmentduties as an employee of Company; and (d) that Executive c. He shall not use, directly or indirectly, for his own benefit or for the benefit of another, any of such Confidential Proprietary Information, other than for the benefit of Company as may be required in the ordinary course of performing his duties as an employee of Company. All The Proprietary Information shall be the exclusive property of Company. Executive agrees that He shall deliver to Company all files, records, documents, drawings, specifications, memoranda, notesand other materials, whether electronic or other documents hard copy, relating to the business Proprietary Information or pertaining to his work with Company in the event of the either Company, whether prepared by the Executive or otherwise coming into his possession shall be the exclusive property of the Company and shall be delivered to the Company and not retained by the Executive upon the expiration of the Term 's request or the termination of this Agreement his employment for any reason whatsoever; provided howeverreason, and that to the extent the Executive continues his employment he will not take with the Company, continues to serve on the Board or provides consulting services to the Company subsequent to expiration him any of the Term foregoing or the termination of this Agreement, the Executive shall be entitled to retain such property until the termination of such employment or service. The Executive shall not be required to keep confidential or restrict the use any reproduction of any Confidential Information (i) which he may be required to disclose at of the express direction of any authorized government agency, pursuant to a subpoena or other court process, or as otherwise required by any law, rule, regulation or order of any regulatory body, (ii) which has become generally available to the public by means other than a breach of this Agreement by the Executive, or (iii) as to which disclosure or use the Board consents in writing in its sole and absolute discretionforegoing.

Confidentiality/Trade Secrets. The Parties acknowledge Executive acknowledges that Executive’s his position with the Company is one of the highest trust and confidence both by reason of his position and by reason of his access to and contact with the trade secrets and confidential and proprietary business information of the Company. Both Executive agrees that during the term of Executive’s employment by the Company Term and thereafter, the Parties covenant and agree as follows: (ai) that Executive shall use his best efforts and exercise utmost diligence to protect and safeguard the Company will provide Executive access to trade secrets and confidential, confidential and proprietary information of the Company Company, including, but not limited to, proprietary information concerning the Company’s customers and suppliers and the Company’s relationship with same, the identity of key employees and their areas of expertise, its arrangements with customers and suppliers, its trade secrets, and its technical data, recordsrecord, compilations of information, processes, budgetsprograms know-how, improvements, discoveries, marketing plans, strategies, forecasts, marginsunpublished financial statements, and specifications budgets, projections, licenses, prices, costs, files, documents, drawings, memoranda, notes or other documents, drawings, memoranda, notes or other documents, whether maintained electronically or in any other manner, relating to the business of the Company or its customerscontractors; (all such information is hereinafter called the "Proprietary Information") other than information known to him before, suppliers, products and services (hereafter “Confidential Information”)learned from third parties not associated with the Company or in the public domain; (bii) that Executive will exercise diligence to protect and safeguard the Confidential Information; (c) that Executive shall not disclose any of such Confidential Proprietary Information, except as may be required in the ordinary course of performing his employment; andduties as a consultant of the Company; (diii) that Executive shall not use, directly or indirectly, for his own benefit or for the benefit of or another, any of such Confidential proprietary Information, other than for the benefit of the Company as may be required in the ordinary course of performing his duties as a consultant of the Company; and (iv) Executive shall not use the trade secrets and confidential and proprietary information of Executive's previous or present employer to carry out his duties and responsibilities under this Agreement or bring on to the Company's premises or any other property owned by the Company any proprietary information of any other entity, in violation of any prior employment, or noncompetition or confidentiality agreement. All The Proprietary Information shall be the exclusive property of the Company. Executive agrees that he shall deliver to the Company all files, records, documents, drawings, specifications, memoranda, notesand other material, whether electronic, hard copy, or maintained in any other documents form relating to the business Proprietary Information or pertaining of the Company, whether prepared by the Executive or otherwise coming into his possession shall be the exclusive property of the Company and shall be delivered to the Company and not retained by the Executive upon the expiration of the Term or the termination of this Agreement for any reason whatsoever; provided however, that to the extent the Executive continues his employment work with the Company, continues to serve on in the Board or provides consulting services to the Company subsequent to expiration event of the Term or the termination of this Agreementhis employment for any reason, and that he will not take with him any of the Executive shall be entitled to retain such property until the termination of such employment or service. The Executive shall not be required to keep confidential or restrict the use foregoing, any reproduction of any Confidential Information (i) which he may be required to disclose at of the express direction of any authorized government agency, pursuant to a subpoena or other court processforegoing, or as otherwise required by any law, rule, regulation or order Proprietary Information that is embodied in a tangible medium of any regulatory body, (ii) which has become generally available to the public by means other than a breach of this Agreement by the Executive, or (iii) as to which disclosure or use the Board consents in writing in its sole and absolute discretionexpression.

Confidentiality/Trade Secrets. The Parties acknowledge Executive acknowledges that Executive’s his position with the Company is one of the highest trust and confidence both by reason of his position and by reason of his access to and contact with the trade secrets and confidential and proprietary business information of the Company. Both , Executive agrees that during the term Term of Executive’s employment by the Company Employment and thereafter, the Parties covenant and agree as follows: (a) that He shall protect and safeguard the Company will provide Executive access to trade secrets and confidential, confidential and proprietary information of the Company includingCompany, but including (by way of illustration and not limited to, proprietary information concerning the Company’s customers and suppliers and the Company’s relationship with same, the identity of key employees and their areas of expertise, limitation) its arrangements with vendors, customers and suppliers, joint venture partners (referred to collectively as the company's "contractors"); its trade secrets, and its technical data, records, patents, licenses, trademarks, copyrights, compilations of information, processes, budgetsprograms, know-how, improvements, discoveries, marketing plans, strategies, forecasts, marginsunpublished financial statements, budgets, projections, licenses, prices, costs, files, documents, drawings, memoranda, notes, or other documents, whether maintained electronically or in hard copy (all such information is hereinafter called the "Proprietary Information"); other than information known to him before the date hereof and specifications relating learned from third parties without breach of any obligation of confidentiality or otherwise to its customersCompany, suppliers, products and services (hereafter “Confidential Information”)or in the public domain; (b) that Executive will exercise diligence to protect and safeguard the Confidential Information; (c) that Executive He shall not disclose any of such Confidential Proprietary Information, except as may be required in the ordinary course of performing his employmentduties as an employee of Company; and (dc) that Executive He shall not use, directly or indirectly, for his own benefit or for the benefit of another, any of such Confidential Proprietary Information, other than for the benefit of Company as may be required in the ordinary course of performing his duties as an employee of Company. All The Proprietary Information shall be the exclusive property of Company, Executive agrees that he shall deliver to Company all files, records, documents, drawings, specifications, memoranda, notesand other materials, whether electronic or other documents hard copy, relating to the business Proprietary Information or pertaining to his work with Company in the event of the either Company, whether prepared by the Executive or otherwise coming into his possession shall be the exclusive property of the Company and shall be delivered to the Company and not retained by the Executive upon the expiration of the Term 's request or the termination of this Agreement his employment for any reason whatsoever; provided howeverreason, and that to the extent the Executive continues his employment he will not take with the Company, continues to serve on the Board or provides consulting services to the Company subsequent to expiration him any of the Term foregoing or the termination of this Agreement, the Executive shall be entitled to retain such property until the termination of such employment or service. The Executive shall not be required to keep confidential or restrict the use any reproduction of any Confidential Information (i) which he may be required to disclose at of the express direction of any authorized government agency, pursuant to a subpoena or other court process, or as otherwise required by any law, rule, regulation or order of any regulatory body, (ii) which has become generally available to the public by means other than a breach of this Agreement by the Executive, or (iii) as to which disclosure or use the Board consents in writing in its sole and absolute discretionforegoing.

Confidentiality/Trade Secrets. The Parties acknowledge Ward xxxnowledges that Executive’s his position with the Company Partnership is one of trust and confidence both by reason of his position and by reason of his access to and contact with the trade secrets and confidential and proprietary business information of the CompanyPartnership. Both during the term of Executive’s employment by the Company this Agreement and thereafter, the Parties covenant Ward xxxenants and agree agrees as follows: (a) that he will exercise diligence to protect and safeguard the Company will provide Executive access to trade secrets and confidential, confidential and proprietary information of the Company including, Partnership including but not limited to, proprietary information concerning to the Company’s identity of its customers and suppliers and the Company’s relationship with samesuppliers, the identity of its officers and other key employees and their areas of expertise, its marketing and expansion plans, its arrangements with customers and suppliers, its trade secrets, and its technical data, records, compilations of information, processes, budgets, forecasts, margins, and specifications relating to its customers, suppliers, products and services (hereafter “Confidential Information”)services; (b) that Executive will exercise diligence to protect and safeguard the Confidential Information; (c) that Executive he shall not disclose any of such Confidential Informationtrade secrets and confidential and proprietary information, except as may be required in the course of his employment; and (dc) that Executive he shall not use, directly or indirectly, for his own benefit or for the benefit of another, any of such Confidential Informationtrade secrets and confidential and proprietary information. All files, records, documents, drawings, specifications, memoranda, notes, or other documents relating to the business of the CompanyPartnership, whether prepared by the Executive or Ward xx otherwise coming into his possession shall be the exclusive property of the Company Partnership and shall be delivered to the Company Partnership and not retained by the Executive upon the expiration of the Term or the Ward xxxn termination of this Agreement his employment with the Partnership for any reason whatsoever; provided however, that to the extent the Executive continues his employment with the Company, continues to serve on the Board or provides consulting services to the Company subsequent to expiration of the Term or the termination of this Agreement, the Executive shall be entitled to retain such property until the termination of such employment or service. The Executive shall Ward xxxll not be required to keep confidential or restrict the use of any Confidential Information trade secrets or confidential and proprietary data and information of the Partnership (i) which he may be required to disclose at the express direction of any authorized government agency, pursuant to a subpoena or other court process, or as otherwise required by any law, rule, regulation or order of any regulatory body, (ii) which has become generally available to the public by means other than a breach of this Agreement by the ExecutiveWard, or xx (iii) as to which disclosure or use the Board Partnership consents in writing in its sole and absolute discretion.