Common use of Confidentiality/Trade Secrets Clause in Contracts

Confidentiality/Trade Secrets. (a) Employee acknowledges that the Company continually develops Confidential Information, that Employee may develop Confidential Information for the Company, and that Employee may learn of Confidential Information during the course of Employee’s employment. Employee agrees that all Confidential Information that Employee creates or to which Employee has access as a result of Employee’s employment, whether before or after the date of this Agreement, is and shall remain the sole and exclusive property of the Company and that Employee will comply with the policies and procedures of the Company for protecting Confidential Information. Employee further agrees that, except as required for the proper performance of Employee’s duties for the Company or as required by applicable law (and then only to the extent required), Employee will not, directly or indirectly, use for Employee’s own benefit or gain, or assist others in applying or disclosing, any Confidential Information. Employee understands and agrees that these restrictions will continue to apply after Employee’s employment terminates, regardless of the reason for termination and regardless whether Employee is receiving or is entitled to receive any payments or other benefits under this Agreement. (b) Employee acknowledges that all discoveries, concepts, ideas, inventions, innovations, improvements, developments, methods, designs, analyses, drawings, reports, patent applications, copyrightable work and mask work (whether or not including any Confidential Information) and all registrations or applications related thereto, all other proprietary information and all similar or related information (whether or not patentable) that relate to the Company’s actual or anticipated business, research and development or existing or future products or services and that are conceived, developed or made by Employee (whether alone or jointly with others) while employed by the Company, whether before or after the date of this Agreement (“Work Product”), belong to the Company. Employee shall promptly disclose all patentable inventions and other material Work Product to the Board and, at the Company’s expense, perform all actions reasonably requested by the Board (whether during or after Employee’s employment with the Company) to establish and confirm such ownership (including, without limitation, assignments, consents, powers of attorney and other instruments). Employee acknowledges that all Work Product shall be deemed to constitute “works made for hire” under the U.S. Copyright Act of 1976, as amended. In accordance with Title 19, Section 805 of the Delaware Code, Employee is hereby advised that this Section 8(b) regarding the Company’s ownership of Work Product does not apply to any invention for which no equipment, supplies, facilities or trade secret information of the Company was used and that was developed entirely on Employee’s own time, unless (i) the invention relates to the business of the Company or to the Company’s actual or demonstrably anticipated research or development, or (ii) the invention results from any work performed by Employee for the Company.

Confidentiality/Trade Secrets. (a) Employee 3.1 Executive acknowledges that the Company and its Subsidiaries continually develops develop Confidential Information, that Employee Executive may develop Confidential Information for the CompanyCompany or its Subsidiaries, and that Employee Executive may learn of Confidential Information during the course of Employee’s his employment. Employee Executive agrees that all Confidential Information that Employee Executive creates or to which Employee Executive has access as a result of EmployeeExecutive’s employment, whether before or after the date of this Agreement, is and shall remain the sole and exclusive property of the Company and that Employee Executive will comply with the policies and procedures of the Company and its Subsidiaries for protecting Confidential Information. Employee Executive further agrees that, except as required for the proper performance of EmployeeExecutive’s duties for the Company or as required by applicable law (and then only to the extent required), Employee Executive will not, directly or indirectly, use for EmployeeExecutive’s own benefit or gain, or assist others in applying the application of or disclosing, disclose any Confidential Information. Employee Executive understands and agrees that these restrictions will continue to apply after EmployeeExecutive’s employment terminates, regardless of the reason for termination and regardless whether Employee Executive is receiving or is entitled to receive any payments or other benefits under this Agreement. (b) Employee 3.2 Executive acknowledges that all discoveries, concepts, ideas, inventions, innovations, improvements, developments, methods, designs, analyses, drawings, reports, patent applications, copyrightable work and mask work (whether or not including any Confidential Information) and all registrations or applications related thereto, all other proprietary information and all similar or related information (whether or not patentable) that relate to the Company’s or any of its Subsidiaries’ actual or anticipated business, research and development or existing or future products or services and that are conceived, developed or made by Employee Executive (whether alone or jointly with others) while employed by the CompanyCompany and its Subsidiaries, whether before or after the date of this Agreement (“Work Product”), belong to the CompanyCompany or such Subsidiary. Employee Executive shall promptly disclose all patentable inventions and other material Work Product to the Board of Directors and, at the Company’s expense, perform all actions reasonably requested by the Board of Directors (whether during or after Employee’s his employment with the Company) to establish and confirm such ownership (including, without limitation, assignments, consents, powers of attorney and other instruments). Employee Executive acknowledges that all Work Product shall be deemed to constitute “works made for hire” under the U.S. Copyright Act of 1976, as amended. In accordance with Title 19, Section 805 of the Delaware Code, Employee Executive is hereby advised that this Section 8(b) 3.2 regarding the Company’s and its Subsidiaries’ ownership of Work Product does not apply to any invention for which no equipment, supplies, facilities or trade secret information of the Company or any Subsidiary was used and that which was developed entirely on EmployeeExecutive’s own time, unless (i) the invention relates to the business of the Company or any Subsidiary or to the Company’s or any Subsidiaries’ actual or demonstrably anticipated research or development, or (ii) the invention results from any work performed by Employee Executive for the CompanyCompany or any Subsidiary.

Confidentiality/Trade Secrets. (a) 6.1 Employee acknowledges that the Company and its Subsidiaries continually develops develop Confidential Information, that Employee may develop Confidential Information for the CompanyCompany or its Subsidiaries, and that Employee may learn of Confidential Information during the course of Employee’s his or her employment. Employee agrees that all Confidential Information that Employee creates or to which Employee has access as a result of Employee’s employment, whether before or after the date of this Agreement, is and shall remain the sole and exclusive property of the Company and that Employee will comply with the policies and procedures of the Company and its Subsidiaries for protecting Confidential Information. Employee further agrees that, except as required for the proper performance of Employee’s duties for the Company or as required by applicable law (and then only to the extent required), Employee will not, directly or indirectly, use for Employee’s own benefit or gain, or assist others in applying the application of, or disclosing, disclose any Confidential Information. Employee understands and agrees that these restrictions will continue to apply after Employee’s employment terminates, regardless of the reason for termination and regardless whether Employee is receiving or is entitled to receive any payments or other benefits under this Agreement. (b) 6.2 Employee acknowledges that all discoveries, concepts, ideas, inventions, innovations, improvements, developments, methods, designs, analyses, drawings, reports, patent applications, copyrightable work and mask work (whether or not including any Confidential Information) and all registrations or applications related thereto, all other proprietary information and all similar or related information (whether or not patentable) that relate to the Company’s or any of its Subsidiaries’ actual or anticipated business, research and development or existing or future products or services and that are conceived, developed or made by Employee (whether alone or jointly with others) while employed by the CompanyCompany and its Subsidiaries, whether before or after the date of this Agreement (“Work Product”), belong to the CompanyCompany or such Subsidiary. Employee shall promptly disclose all patentable inventions and other material Work Product to the Board and, at the Company’s expense, perform all actions reasonably requested by the Board (whether during or after Employee’s his or her employment with the CompanyCompany and its Subsidiaries) to establish and confirm such ownership (including, without limitation, assignments, consents, powers of attorney and other instruments). Employee acknowledges that all Work Product shall be deemed to constitute “works made for hire” under the U.S. Copyright Act of 1976, as amended. In accordance with Title 19, Section 805 of the Delaware Code, Employee is hereby advised that this Section 8(b) 6.2 regarding the Company’s and its Subsidiaries’ ownership of Work Product does not apply to any invention for which no equipment, supplies, facilities or trade secret information of the Company or any Subsidiary was used and that which was developed entirely on Employee’s own time, unless (i) the invention relates to the business of the Company or any Subsidiary or to the Company’s or any Subsidiaries’ actual or demonstrably anticipated research or development, or (ii) the invention results from any work performed by Employee for the CompanyCompany or any Subsidiary.

Confidentiality/Trade Secrets. (a) Employee The Executive acknowledges that (i) the primary business of the Company continually develops Confidential Informationis providing banking services to businesses, that Employee may develop Confidential Information professionals and retail customers in Bucks, Xxxxxxxxxx, Xxxxxxx, Delaware and Philadelphia Counties (the “Business”); (ii) the Business is highly competitive; (iii) the Executive’s work for the Company has given and will continue to give him access to the confidential affairs and proprietary information of the Company; (v) the covenants and agreements of the Executive contained in this Section 7 are essential to the business and goodwill of the Company; and (vi) the Company would not have entered into this Agreement but for the covenants and agreements set forth in this Section 7. Accordingly, the Executive covenants and agrees during and after the period of the Executive’s employment at any time with the Company and its affiliates, the Executive (x) shall keep secret and retain in strictest confidence all confidential matters relating to the Company’s Business and the business of any of its affiliates and to the Company and any of its affiliates, learned by the Executive heretofore or hereafter directly or indirectly from the Company or any of its Affiliates (the “Confidential/Trade Secret Information”), and that Employee may learn (y) shall not disclose such Confidential/Trade Secret Information to anyone outside of Confidential Information during the course of EmployeeCompany except with the Company’s employment. Employee agrees that all Confidential Information that Employee creates express written consent or to which Employee has access as for a result of Employee’s employment, whether before or after the date of this Agreement, is and shall remain the sole and exclusive property legitimate business purpose of the Company and that Employee will comply with except for Confidential/Trade Secret Information which is at the policies and procedures time of receipt or thereafter becomes publicly known through no wrongful act of the Company for protecting Confidential InformationExecutive or is received from a third party not under an obligation to keep such information confidential and without breach of this Agreement. Employee further agrees Nothing in this Agreement is intended to or shall be interpreted: (x) to restrict or otherwise interfere with Executive’s obligation to testify truthfully in any forum; or (y) to restrict or otherwise interfere with Executive’s right and/or obligation to contact, cooperate with, provide information in confidence to, or testify or otherwise participate in any action, investigation or proceeding of, any government agency, commission or entity, including but not limited to the Equal Employment Opportunity Commission or the Securities and Exchange Commission. In addition, the Defend Trade Secrets Act of 2016 (the “Act”) provides that, except as required : “ (1) An individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the proper performance disclosure of Employee’s duties for the Company a trade secret that — (A) is made — (i) in confidence to a Federal, State, or as required by applicable law (and then only to the extent required)local government official, Employee will not, either directly or indirectly, use or to an attorney; and (ii) solely for Employee’s own benefit the purpose of reporting or gaininvestigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, or assist others in applying or disclosing, any Confidential Information. Employee understands and agrees that these restrictions will continue if such filing is made under seal.” The Act further provides that: “ (2) An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to apply after Employee’s employment terminates, regardless the attorney of the reason for termination individual and regardless whether Employee is receiving or is entitled to receive any payments or other benefits under this Agreement. (b) Employee acknowledges that all discoveries, concepts, ideas, inventions, innovations, improvements, developments, methods, designs, analyses, drawings, reports, patent applications, copyrightable work and mask work (whether or not including any Confidential Information) and all registrations or applications related thereto, all other proprietary information and all similar or related information (whether or not patentable) that relate to use the Company’s actual or anticipated business, research and development or existing or future products or services and that are conceived, developed or made by Employee (whether alone or jointly with others) while employed by the Company, whether before or after the date of this Agreement (“Work Product”), belong to the Company. Employee shall promptly disclose all patentable inventions and other material Work Product to the Board and, at the Company’s expense, perform all actions reasonably requested by the Board (whether during or after Employee’s employment with the Company) to establish and confirm such ownership (including, without limitation, assignments, consents, powers of attorney and other instruments). Employee acknowledges that all Work Product shall be deemed to constitute “works made for hire” under the U.S. Copyright Act of 1976, as amended. In accordance with Title 19, Section 805 of the Delaware Code, Employee is hereby advised that this Section 8(b) regarding the Company’s ownership of Work Product does not apply to any invention for which no equipment, supplies, facilities or trade secret information of in the Company was used court proceeding, if the individual — (A) files any document containing the trade secret under seal; and that was developed entirely on Employee’s own time(B) does not disclose the trade secret, unless (i) the invention relates except pursuant to the business of the Company or to the Company’s actual or demonstrably anticipated research or development, or (ii) the invention results from any work performed by Employee for the Companycourt order.”