Common use of Non-Disclosure and Use of Confidential Information Clause in Contracts

Non-Disclosure and Use of Confidential Information. Employee recognizes and acknowledges that the trade secrets and confidential information of the Company (the "Proprietary Information"), as they may exist from time-to-time, are valuable, special and unique assets of the Business. Employee further acknowledges that access to such Proprietary Information relating to the Business of the Company is essential to the performance of Employee's duties under this Agreement. Therefore, in order to obtain access to such Proprietary Information, Employee agrees that Employee will not, in whole or in part, disclose such Proprietary Information to any person, firm, corporation, association or any other entity for any reason or purpose whatsoever, nor will Employee make use of any such information for Employee's own purposes or for the benefit of any person, firm, corporation, association or other entity (except the Company). For purposes of this Agreement, the term "trade secrets" means the whole or any portion of any scientific or technical or non-technical information, design, process, procedure, formula, computer software product, documentation or improvement relating to the Business which: (1) derives economic value, actual or potential, from not being generally known to other persons who can obtain economic value from its disclosure or use; and (2) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy or confidentiality. The term "confidential information" means any and all other data and information relating to the Business which: (1) has value to the Company; (2) is not generally known by its competitors or the public; and (3) is treated as confidential by the Company. The provisions of this Section 6 will apply during Employee's employment by the Company and, with respect to trade secrets, at any and all times thereafter and, with respect to confidential information, for three years thereafter. These restrictions will not apply to any Proprietary Information which: (i) is in the public domain, provided that Employee was not responsible, directly or indirectly, for such Proprietary Information entering the public domain without the Company's consent; (ii) becomes known to Employee, during the term of this Agreement, from a third party not known to Employee to be under a confidential relationship with the Company; or (iii) is required by law or governmental tribunal to be disclosed; provided, however, that if Employee is legally compelled to disclose any Proprietary Information, Employee will provide the Company with prompt written notice of such legal compulsion so that the Company may seek a protective order or other available remedy.

Non-Disclosure and Use of Confidential Information. Employee recognizes and acknowledges that the trade secrets and confidential information of the Company (the "Proprietary Information"), as they may exist from time-to-time, are valuable, special and unique assets of the Business. Employee further acknowledges that access to such Proprietary Information relating to the Business of the Company is essential to the performance of Employee's duties under this Agreement. Therefore, in order to obtain access to such Proprietary Information, Employee agrees that Employee will not, in whole or in part, disclose such Proprietary Information to any person, firm, corporation, association or any other entity for any reason or purpose whatsoever, nor will Employee make use of any such information for Employee's own purposes or for the benefit of any person, firm, corporation, association or other entity (except the Company). For purposes of this Agreement, the term "trade secrets" means the whole or any portion of any scientific or technical or non-technical information, design, process, procedure, formula, computer software product, documentation or improvement relating to the Business which: (1) derives economic value, actual or potential, from not being generally known to other persons who can obtain economic value from its disclosure or use; and (2) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy or confidentiality. The term "confidential information" means any and all other data and information relating to the Business which: (1) has value to the Company; (2) is not generally known by its competitors or the public; and (3) is treated as confidential by the me Company. The provisions of this Section 6 will apply during Employee's employment by the Company and, with respect to trade secrets, at any and all times thereafter and, with respect to confidential information, for three years thereafter. These restrictions will not apply to any Proprietary Information which: (i) is in the public domain, provided that Employee was not responsible, directly or indirectly, for such Proprietary Information entering the public domain without the Company's consent; (ii) becomes known to Employee, during the term of this Agreement, from a third party not known to Employee to be under a confidential relationship with the Company; or (iii) is required by law or governmental tribunal to be disclosed; provided, however, that if Employee is legally compelled to disclose any Proprietary Information, Employee will provide the Company with prompt written notice of such legal compulsion so that the Company may seek a protective order or other available remedy.