Common use of Covenant Not to Disclose Clause in Contracts

Covenant Not to Disclose. Executive acknowledges and agrees that, by virtue of the performance of the normal duties of his position with the Company and by virtue of the relationship of trust and confidence between the Executive and the Company, the Company will permit Executive to have access to and Executive will become familiar with, acquire knowledge of and develop or maintain the Company's Confidential Information (as defined below), whether currently existing or to be developed in the future, which Executive recognizes permits the Company to enjoy a competitive advantage and the premature disclosure of which would irreparably injure the Company. The Executive covenants and agrees that he will not, at any time, whether during the term of this Agreement or otherwise, directly or indirectly use, disclose (in any manner, including transmitting via or posting on the Internet), reproduce, distribute, reverse engineer or otherwise provide, in whole or in part, to or on behalf of any person (other than the Company Group) or use for his own account, any data or knowledge of operations of the Company Group which are proprietary in nature and/or confidential, whether in writing, in computer or other form or conveyed orally, including but not limited to confidential or proprietary records, data, trade secret, pricing policy, bid amount, bid strategy, rate structure, personnel policy, method or practice of obtaining or doing business by the Company Group, or any other confidential or proprietary information whatsoever (the "CONFIDENTIAL INFORMATION"), whether or not obtained with the knowledge and permission of the Company and whether or not developed, devised or otherwise created in whole or in part by the efforts of the Executive and shall take no action that threatens to do so. The Executive further covenants and agrees that he shall retain all such knowledge and information which he shall acquire or develop respecting such Confidential Information in trust for the sole benefit of the Company and its successors and assigns. Executive shall not, without the prior written consent of the Company, unless compelled pursuant to the order of a court or other governmental or legal body having jurisdiction over such matter, communicate or divulge any such Confidential Information to anyone other than the Company and those designated by it. In the event Executive is compelled by order of a court or other governmental or legal body to communicate or divulge any Confidential Information to anyone other than the Company and those designated by it, Executive shall promptly notify the Company of any such order and shall cooperate fully with the Company (and the owner of such Confidential Information) in protecting such information to the extent possible under applicable law.

Covenant Not to Disclose. Executive acknowledges (a) Consultant hereby covenants and agrees that, by virtue of the performance of the normal duties of his position with the Company and by virtue of the relationship of trust and confidence between the Executive and the Company, the Company will permit Executive to have access to and Executive will become familiar with, acquire knowledge of and develop or maintain the Company's Confidential Information (as defined below), whether currently existing or to be developed in the future, which Executive recognizes permits the Company to enjoy a competitive advantage and the premature disclosure of which would irreparably injure the Company. The Executive covenants and agrees that he will not, at any time, whether during the term Term and for a period of this Agreement or otherwisefive (5) years thereafter, directly or indirectly useit will not communicate, disclose (in any manner, including transmitting via or posting on the Internet), reproduce, distribute, reverse engineer or otherwise provide, in whole or in part, make available to or on behalf of any person or entity (other than the Company Group) Company), or use for his its own accountaccount or for the benefit of any other person or entity, any data information or knowledge of operations of materials proprietary to the Company Group that relate to the Company’s business or affairs which are proprietary in nature and/or confidentialis of a confidential nature, whether in writingincluding, in computer or other form or conveyed orally, including but not limited to confidential or proprietary records, datato, trade secretsecrets, information or materials relating to existing or proposed pharmaceutical products (in all and various stages of development), “know-how”, marketing techniques and materials, marketing and development plans, customer lists and other customer information (including current prospects), price lists, pricing policy, bid amount, bid strategy, rate structurepolicies, personnel policyinformation and financial information (collectively, method or practice of obtaining or doing business by the Company Group, or “Proprietary Information”). Proprietary Information includes any other confidential or proprietary and all such information whatsoever (the "CONFIDENTIAL INFORMATION")and materials, whether or not obtained by Consultant with the knowledge and permission of the Company and Company, whether or not developed, devised or otherwise created in whole or in part by Consultant’s efforts, and whether or not a matter of public knowledge unless as a result of authorized disclosure. Proprietary Information shall not include any information that Consultant is required to disclose to, or by, any governmental or judicial authority provided that Consultant give the efforts Company prompt written notice thereof so that the Company may seek an appropriate protective order and/or waive in writing compliance with the confidentiality provisions of the Executive and shall take no action that threatens to do sothis Agreement. The Executive Consultant further covenants and agrees that he shall it will retain all such knowledge and information which he shall acquire or develop it acquires and develops during the Term respecting such Confidential Proprietary Information in trust for the sole and exclusive benefit of the Company and its successors and assigns. Executive shall not, without the prior written consent of the Company, unless compelled pursuant to the order of a court or other governmental or legal body having jurisdiction over such matter, communicate or divulge any such Confidential Information to anyone other than the Company and those designated by it. In the event Executive is compelled by order of a court or other governmental or legal body to communicate or divulge any Confidential Information to anyone other than the Company and those designated by it, Executive shall promptly notify the Company of any such order and shall cooperate fully with the Company (and the owner of such Confidential Information) in protecting such information to the extent possible under applicable law.

Covenant Not to Disclose. Executive acknowledges (a) Consultant hereby covenants and agrees that, by virtue during the Term and thereafter, he shall not communicate, disclose or otherwise make available to any person or entity (other than the Company), or use for his own account or for the benefit of the performance of the normal duties of his position with any other person or entity, any information or materials proprietary to the Company and by virtue of the relationship of trust and confidence between the Executive and that relate to the Company’s business or affairs which is of a confidential nature, the Company will permit Executive to have access to and Executive will become familiar withincluding, acquire knowledge of and develop or maintain the Company's Confidential Information but not limited to, trade secrets, Inventions (as defined below), whether currently information or materials relating to existing or to be developed in the future, which Executive recognizes permits the Company to enjoy a competitive advantage and the premature disclosure of which would irreparably injure the Company. The Executive covenants and agrees that he will not, at any time, whether during the term of this Agreement or otherwise, directly or indirectly use, disclose proposed pharmaceutical products (in any manner, including transmitting via or posting on the Internetall and various stages of development), reproduce“know-how”, distributemarketing techniques and materials, reverse engineer or otherwise providemarketing and development plans, in whole or in partcustomer lists and other customer information (including, to or on behalf of any person (other than the Company Group) or use for his own account, any data or knowledge of operations of the Company Group which are proprietary in nature and/or confidential, whether in writing, in computer or other form or conveyed orally, including but not limited to confidential or proprietary recordsto, datacurrent prospects), trade secretprice lists, pricing policy, bid amount, bid strategy, rate structurepolicies, personnel policyinformation and financial information (collectively, method or practice of obtaining or doing business by the Company Group, or “Proprietary Information”). Proprietary Information includes any other confidential or proprietary and all such information whatsoever (the "CONFIDENTIAL INFORMATION")and materials, whether or not obtained by Consultant with the knowledge and permission of the Company and Company, whether or not developed, devised or otherwise created in whole or in part by the efforts Consultant’s efforts, and whether or not a matter of the Executive and shall take no action that threatens to do sopublic knowledge unless as a result of authorized disclosure. The Executive Consultant further covenants and agrees that he shall retain all such knowledge and information which he shall acquire or develop acquires and develops during the Term respecting such Confidential Proprietary Information in trust for the sole and exclusive benefit of the Company and its successors and assigns. Executive shall not, without the prior written consent of the Company, unless compelled pursuant to the order of a court or other governmental or legal body having jurisdiction over such matter, communicate or divulge any such Confidential Information to anyone other than the Company and those designated by it. In the event Executive is compelled by order of a court or other governmental or legal body to communicate or divulge any Confidential Information to anyone other than the Company and those designated by it, Executive shall promptly notify the Company of any such order and shall cooperate fully with the Company (and the owner of such Confidential Information) in protecting such information to the extent possible under applicable law.