Common use of Non-Disclosure Covenant Clause in Contracts

Non-Disclosure Covenant. During the Employment Period and at all times thereafter, the Employee shall not, either directly or indirectly, disclose to any "unauthorized person" or use for the benefit of the Employee or any person or entity other than the Company, its Subsidiaries or their Affiliates any Work Product or any knowledge or information which the Employee may acquire while employed by the Company (whether before or after the date of this Agreement) relating to (i) the financial, marketing, sales and business plans and affairs, financial statements, analyses, forecasts and projections, books, accounts, records, operating costs and expenses and other financial information of the Company, its Subsidiaries and their Affiliates, (ii) internal management tools and systems, costing policies and methods, pricing policies and methods and other methods of doing business, of the Company, its Subsidiaries and their Affiliates, (iii) customers, sales, customer requirements and usages, distributor lists, of the Company, its Subsidiaries and their Affiliates, (iv) agreements with customers, vendors, independent contractors, employees and others, of the Company, its Subsidiaries and their Affiliates, (v) existing and future products or services and product development plans, designs, analyses and reports, of the Company, its Subsidiaries and their Affiliates, (vi) computer software and data bases developed for the Company, its Subsidiaries or their Affiliates, trade secrets, research, records of research, models, designs, drawings, technical data and reports of the Company, its Subsidiaries and their Affiliates and (vii) correspondence or other private or confidential matters, information or data whether written, oral or electronic, which is proprietary to the Company, its Subsidiaries and their Affiliates and not generally known to the public (individually and collectively "CONFIDENTIAL INFORMATION"), without the Company's prior written permission. For purposes of this Section 4.3, the term "UNAUTHORIZED PERSON" shall mean any person who is not (i) an officer or director of the Company or an employee of the Company for whom the disclosure of the knowledge or information referred to herein is necessary for his performance of his assigned duties, or (ii) an employee, officer or director of a Subsidiary or Affiliate of the Company for whom the disclosure of the knowledge or information referred to herein is necessary for his performance of his assigned duties, or (iii) a person expressly authorized by the Company to receive disclosure of such knowledge or information. The Company expressly acknowledges and agrees that the term "Confidential Information" excludes information which is (A) in the public domain or otherwise generally known to the trade, or (B) disclosed to third parties other than by reason of the Employee's breach of his confidentiality obligation hereunder or (C) learned of by the Employee subsequent to the termination of his employment hereunder from any other party not then under an obligation of confidentiality to the Company, its Subsidiaries and their Affiliates. Further, the Employee covenants to the Company that in the Employee's performance of his duties hereunder, the Employee will violate no confidentiality obligations he may have to any third persons.

Non-Disclosure Covenant. During the Employment Period and at all times thereafter, the Employee shall not, either directly or indirectly, disclose to any "unauthorized person" or use for the benefit of the Employee or any person or entity other than the Company, its Subsidiaries or their Affiliates any Work Product or any knowledge or information which the Employee may acquire while employed by the Company (whether before or after the date of this Agreement) relating to (i) the financial, marketing, sales and business plans and affairs, financial statements, analyses, forecasts and projections, books, accounts, records, operating costs and expenses and other financial information of the Company, its Subsidiaries and their Affiliates, (ii) internal management tools and systems, costing policies and methods, pricing policies and methods and other methods of doing business, of the Company, its Subsidiaries and their Affiliates, (iii) customers, sales, customer requirements and usages, distributor lists, of the Company, its Subsidiaries and their Affiliates, (iv) agreements with customers, vendors, independent contractors, employees and others, of the Company, its Subsidiaries and their Affiliates, (v) existing and future products or services and product development plans, designs, analyses and reports, of the Company, its Subsidiaries and their Affiliates, (vi) computer software and data bases developed for the Company, its Subsidiaries or their Affiliates, trade secrets, research, records of research, models, designs, drawings, technical data and reports of the Company, its Subsidiaries and their Affiliates and (vii) correspondence or other private or confidential matters, information or data whether written, oral or electronic, which is proprietary to the Company, its Subsidiaries and their Affiliates and not generally known to the public (individually and collectively "CONFIDENTIAL INFORMATION"), without the Company's prior written permission. For purposes of this Section 4.3, the term "UNAUTHORIZED PERSON" shall mean any person who is not (i) an officer or director of the Company or an employee of the Company for whom the disclosure of the knowledge or information referred to herein is necessary for his performance of his assigned dutiesCompany, or (ii) an employee, officer or director of a Subsidiary or Affiliate of the Company for whom the disclosure of the knowledge or information referred to herein is necessary for his performance of his assigned duties, or (iii) a person expressly authorized by the Company to receive disclosure of such knowledge or information. The Company expressly acknowledges and agrees that the term "Confidential Information" excludes information which is (A) in the public domain or otherwise generally known to the trade, or (B) disclosed to third parties other than by reason of the Employee's breach of his confidentiality obligation hereunder or (C) learned of by the Employee subsequent to the termination of his employment hereunder from any other party not then under an obligation of confidentiality to the Company, its Subsidiaries and their Affiliates. Further, the Employee covenants to the Company that in the Employee's performance of his duties hereunder, the Employee will violate no confidentiality obligations he may have to any third persons.knowledge

Non-Disclosure Covenant. During (a) For a period of five years after the Employment Period and at all times thereafterEffective Date, the Employee Stockholder shall not, and shall cause its Affiliates not to either directly or indirectly, disclose to any "“unauthorized person" ” or use for the benefit of the Employee Stockholder or any person or entity other than the Company, its Subsidiaries or their Affiliates any Work Product or Company any knowledge or information which the Employee may acquire Stockholder acquired while it was a Stockholder, employed by the Company (whether before or after the date of this Agreement) otherwise affiliated with Seller relating to (i) the financial, marketing, sales and business plans and affairs, financial statements, analyses, forecasts and projections, books, accounts, records, operating costs and expenses and other financial information of the Company, its Subsidiaries and their Affiliates, Seller or Xxxxx; (ii) internal management tools and systems, costing policies and methods, pricing policies and methods and other methods of doing business, business of the Company, its Subsidiaries and their Affiliates, Seller or Xxxxx; (iii) customers, sales, customer requirements and usages, distributor lists, lists of the Company, its Subsidiaries and their Affiliates, Seller or Xxxxx; (iv) agreements with customers, vendors, independent contractors, employees and others, others of the Company, its Subsidiaries and their Affiliates, Seller or Xxxxx; (v) existing and future products or services and product development plans, designs, analyses and reports, reports of the Company, its Subsidiaries and their Affiliates, Seller or Xxxxx; (vi) computer software and data bases developed for the Company, its Subsidiaries Seller or their AffiliatesXxxxx, trade secrets, research, records of research, models, designs, drawings, technical data and reports of the Company, its Subsidiaries and their Affiliates Seller or Xxxxx; and (vii) correspondence or other private or confidential matters, information or data whether written, oral or electronic, which is proprietary to the Company, its Subsidiaries and their Affiliates Seller and not generally known to the public (individually and collectively "CONFIDENTIAL INFORMATION"“Confidential Information”), without the Company's ’s prior written permission. . (b) For purposes of this Section 4.3paragraph 1, the term "UNAUTHORIZED PERSON" “unauthorized person” shall mean any person Person who is not (i) an officer or director of the Company or an employee of the Company for whom the disclosure of the knowledge or information referred to herein is necessary for his performance of his assigned duties, or ; (ii) an employee, officer or director of a Subsidiary or an Affiliate of the Company for whom the disclosure of the knowledge or information referred to herein is necessary for his performance of his assigned duties, ; or (iii) a person expressly authorized by the Company to receive disclosure of such knowledge or information. The Company expressly acknowledges and agrees that the term "Confidential Information" excludes information which is (A) in the public domain or otherwise generally known to the trade, or (B) disclosed to third parties other than by reason of the Employee's breach of his confidentiality obligation hereunder or (C) learned of by the Employee subsequent to the termination of his employment hereunder from any other party not then under an obligation of confidentiality to the Company, its Subsidiaries and their Affiliates. Further, the Employee covenants to the Company that in the Employee's performance of his duties hereunder, the Employee will violate no confidentiality obligations he may have to any third persons.

Non-Disclosure Covenant. During the Employment Period and at all times thereafter, the Employee shall not, either directly or indirectly, disclose to any "unauthorized person" or use for the benefit of the Employee or any person or entity other than the Company, its Subsidiaries or their Affiliates any Work Product or any knowledge or information which the Employee may acquire while employed by the Company (whether before or after the date of this Agreement) relating to (i) the financial, marketing, sales and business plans and affairs, financial statements, analyses, forecasts and projections, books, accounts, records, operating costs and expenses and other financial information of the Company, its Subsidiaries and their Affiliates, (ii) internal management tools and systems, costing policies and methods, pricing policies and methods and other methods of doing business, of the Company, its Subsidiaries and their Affiliates, (iii) customers, sales, customer requirements and usages, distributor lists, of the Company, its Subsidiaries and their Affiliates, (iv) agreements with customers, vendors, independent contractors, employees and others, of the Company, its Subsidiaries and their Affiliates, (v) existing and future products or services and product development plans, designs, analyses and reports, of the Company, its Subsidiaries and their Affiliates, (vi) computer software and data bases developed for the Company, its Subsidiaries or their Affiliates, trade secrets, research, records of research, models, designs, drawings, technical data and reports of the Company, its Subsidiaries and their Affiliates and (vii) correspondence or other private or confidential matters, information or data whether written, oral or electronic, which is proprietary to the Company, its Subsidiaries and their Affiliates and not generally known to the public (individually and collectively "CONFIDENTIAL INFORMATION"), without the Company's prior written permission. For purposes of this Section 4.3, the term "UNAUTHORIZED PERSON" shall mean any person who is not (i) an officer or director of the Company or an employee of the Company for whom the disclosure of the knowledge or information referred to herein is necessary for his performance of his assigned duties, or (ii) an employee, officer or director of a Subsidiary or Affiliate of the Company for whom the disclosure of the knowledge or information referred to herein is necessary for his performance of his assigned duties, or (iii) a person expressly authorized by the Company to receive disclosure of such knowledge or information. The Company expressly acknowledges and agrees that the term "Confidential Information" excludes information which is (A) in the public domain or otherwise generally known to the trade, or (B) disclosed to third parties other than by reason of the Employee's breach of his confidentiality obligation hereunder or (C) learned of by the Employee subsequent to the termination of his employment hereunder from any other party not then under an obligation of confidentiality to the Company, its Subsidiaries and their Affiliates. Further, the Employee covenants to the Company that in the Employee's performance of his duties hereunder, the Employee will violate no confidentiality obligations he may have to any third persons.their

Non-Disclosure Covenant. During the Employment Period and at all times thereafter, the Employee shall not, either directly or indirectly, disclose to any "unauthorized person" or use for the benefit of the Employee or any person or entity other than the Company, its Subsidiaries or their Affiliates any Work Product or any knowledge or information which the Employee may acquire while employed by the Company (whether before or after the date of this Agreement) relating to (i) the financial, marketing, sales and business plans and affairs, financial statements, analyses, forecasts and projections, books, accounts, records, operating costs and expenses and other financial information of the Company, its Subsidiaries and their Affiliates, (ii) internal management tools and systems, costing policies and methods, pricing policies and methods and other methods of doing business, of the Company, its Subsidiaries and their Affiliates, (iii) customers, sales, customer requirements and usages, distributor lists, of the Company, its Subsidiaries and their Affiliates, (iv) agreements with customers, vendors, independent contractors, employees and others, of the Company, its Subsidiaries and their Affiliates, (v) existing and future products or services and product development plans, designs, analyses and reports, of the Company, its Subsidiaries and their Affiliates, (vi) computer software and data bases developed for the Company, its Subsidiaries or their Affiliates, trade secrets, research, records of research, models, designs, drawings, technical data and reports of the Company, its Subsidiaries and their Affiliates and (vii) correspondence or other private or confidential matters, information or data whether written, oral or electronic, which is proprietary to the Company, its Subsidiaries and their Affiliates and not generally known to the public (individually and collectively "CONFIDENTIAL INFORMATION"), without the Company's prior written permission. For purposes of this Section 4.3, the term "UNAUTHORIZED PERSON" shall mean any person who is not (i) an officer or director of the Company or an employee of the Company for whom the disclosure of the knowledge or information referred to herein is necessary for his performance of his assigned dutiesCompany, or (ii) an employee, officer or director of a Subsidiary or Affiliate of the Company for whom the disclosure of the knowledge or information referred to herein is necessary for his performance of or his assigned duties, or (iii) a person expressly authorized by the Company to receive disclosure of such knowledge or information. The Company expressly acknowledges and agrees that the term "Confidential Information" excludes information which is (A) in the public domain or otherwise generally known to the trade, or (B) disclosed to third parties other than by reason of the Employee's breach of his confidentiality obligation hereunder or (C) learned of by the Employee subsequent to the termination of his employment hereunder from any other party not then under an obligation of confidentiality to the Company, its Subsidiaries and their Affiliates. Further, the Employee covenants to the Company that in the Employee's performance of his duties hereunder, the Employee will violate no confidentiality obligations he may have to any third persons.

Non-Disclosure Covenant. During For a period commencing on the date of this Agreement and ending on the last to occur of five (5) years following the date of execution of this Agreement or three (3) years following the date of the termination of the Employment Period and at all times thereafter(the "Non-Disclosure Period"), the Employee Executive shall not, either directly or indirectly, disclose to any "unauthorized person" or use for the benefit of the Employee Executive or any person or entity Person other than the Company, its Subsidiaries or their Affiliates any Work Product or any knowledge or information which the Employee Executive may acquire while employed by the Company (whether before or after the date of this Agreement) relating to (i) the financial, marketing, sales and business plans and affairs, financial statements, analyses, forecasts and projections, books, accounts, records, operating costs and expenses and other financial information of the Company, its Subsidiaries and their Affiliates, (ii) internal management tools and systems, costing policies and methods, pricing policies and methods and other methods of doing business, of the Company, its Subsidiaries and their Affiliates, (iii) customers, sales, customer requirements and usages, distributor lists, of the Company, its Subsidiaries and their Affiliates, (iv) agreements with customers, vendors, independent contractors, employees and others, of the Company, its Subsidiaries and their Affiliates, (v) existing and future products or services and product development plans, designs, analyses and reports, of the Company, its Subsidiaries and their Affiliates, (vi) computer software and data bases developed for the Company, its Subsidiaries or their Affiliates, trade secrets, research, records of research, models, designs, drawings, technical data and reports of the Company, its Subsidiaries and their Affiliates and (vii) correspondence or other private or confidential matters, information or data whether written, oral or electronic, which is proprietary to the Company, its Subsidiaries and their Affiliates and not generally known to the public (individually and collectively "CONFIDENTIAL INFORMATIONConfidential Information"), without the Company's prior written permission. For purposes of this Section 4.3, the term "UNAUTHORIZED PERSONunauthorized person" shall mean any person Person who is not (i) an officer or director of the Company or an employee of the Company for whom the disclosure of the knowledge or information referred to herein is necessary for his performance of his assigned duties, or (ii) an employee, officer or director of a Subsidiary or Affiliate of the Company for whom the disclosure of the knowledge or information referred to herein is necessary for his performance of his assigned duties, or (iii) a person Person expressly authorized by the Company to receive disclosure of such knowledge or information. The Company expressly acknowledges and agrees that the term "Confidential Information" excludes information which is (A) in the public domain or otherwise generally known to the trade, or (B) disclosed to third parties other than by reason of the EmployeeExecutive's breach of his confidentiality obligation hereunder or (C) learned of by the Employee Executive subsequent to the termination of his employment hereunder from any other party not then under an obligation of confidentiality to the Company, its Subsidiaries and their Affiliates. Further, the Employee Executive covenants to the Company that in the EmployeeExecutive's performance of his duties hereunder, the Employee Executive will violate no confidentiality obligations he may have to any third personsPersons.

Non-Disclosure Covenant. During For a period commencing on the date of this Agreement and ending on the last to occur of five (5) years following the date of execution of this Agreement or three (3) years following the date of the termination of the Employment Period and at all times thereafter(the "Non-Disclosure Period"), the Employee Executive shall not, either directly or indirectly, disclose to any "unauthorized person" or use for the benefit of the Employee Executive or any person or entity Person other than the Company, its Subsidiaries or their Affiliates any Work Product or any knowledge or information information, which the Employee Executive may acquire while employed by the Company (whether before or after the date of this Agreement) ), relating to (i) the financial, marketing, sales and business plans and affairs, financial statements, analyses, forecasts and projections, books, accounts, records, operating costs and expenses and other financial information of the Company, its Subsidiaries and their Affiliates, (ii) internal management tools and systems, costing policies and methods, pricing policies and methods and other methods of doing business, of the Company, its Subsidiaries and their Affiliates, (iii) customers, sales, customer requirements and usages, distributor lists, of the Company, its Subsidiaries and their Affiliates, (iv) agreements with customers, vendors, independent contractors, employees and others, of the Company, its Subsidiaries and their Affiliates, (v) existing and future products or services and product development plans, designs, analyses and reports, of the Company, its Subsidiaries and their Affiliates, (vi) computer software and data bases developed for the Company, its Subsidiaries or their Affiliates, and trade secrets, research, records of research, models, designs, drawings, technical data and reports of the Company, its Subsidiaries and their Affiliates and (vii) correspondence or other private or confidential matters, information or data whether written, oral or electronic, which is proprietary to the Company, its Subsidiaries and their Affiliates and and/or not generally known to the public (individually and collectively "CONFIDENTIAL INFORMATIONConfidential Information"), without the Company's prior written permission. For purposes of this Section 4.3, the term "UNAUTHORIZED PERSONunauthorized person" shall mean any person Person who is not (i) an officer or director of the Company or an employee of the Company for whom the disclosure of the knowledge or information referred to herein is necessary for his her performance of his her assigned duties, or (ii) an employee, officer or director of a Subsidiary or Affiliate of the Company for whom the disclosure of the knowledge or information referred to herein is necessary for his her performance of his her assigned duties, or (iii) a person Person expressly authorized by the Company to receive disclosure of such knowledge or information. The Company expressly acknowledges and agrees that the term "Confidential Information" excludes information which is (A) in the public domain or otherwise generally known to the trade, or (B) disclosed to third parties other than by reason of the EmployeeExecutive's breach of his her confidentiality obligation hereunder or (C) learned of by the Employee Executive subsequent to the termination of his her employment hereunder from any other party not then under an obligation of confidentiality to the Company, its Subsidiaries and their Affiliates. Further, the Employee Executive covenants to the Company that in the EmployeeExecutive's performance of his her duties hereunder, the Employee Executive will violate no confidentiality obligations he she may have to any third personsPersons.

Non-Disclosure Covenant. During the Employment Period and at all times thereafter, the Employee shall not, either directly or indirectly, disclose to any "“unauthorized person" ” or use for the benefit of the Employee or any person or entity other than the Company, its Subsidiaries or their Affiliates Company any Work Product or any knowledge or information which the Employee may acquire while employed by the Company or the Acquired Company (whether before or after the date of this Agreement) relating to (i) the financial, marketing, sales and business plans and affairs, financial statements, analyses, forecasts and projections, books, accounts, records, operating costs and expenses and other financial information of the Company, its Subsidiaries and their Affiliates, the Acquired Company or the Business of the Acquired Company; (ii) internal management tools and systems, costing policies and methods, pricing policies and methods and other methods of doing business, business of the Company, its Subsidiaries and their Affiliates, the Acquired Company or the Business of the Acquired Company; (iii) customers, sales, customer requirements and usages, distributor lists, lists of the Company, its Subsidiaries and their Affiliates, the Acquired Company or the Business of the Acquired Company; (iv) agreements with customers, vendors, independent contractors, employees and others, others of the Company, its Subsidiaries and their Affiliates, the Acquired Company or the Business of the Acquired Company; (v) existing and future products or services and product development plans, designs, analyses and reports, reports of the Company, its Subsidiaries and their Affiliates, the Acquired Company or the Business of the Acquired Company; (vi) computer software and data bases developed for the Company, its Subsidiaries the Acquired Company or their Affiliatesthe Business of the Acquired Company, trade secrets, research, records of research, models, designs, drawings, technical data and reports of the Company, its Subsidiaries and their Affiliates the Acquired Company or the Business of the Acquired Company; and (vii) correspondence or other private or confidential matters, information or data whether written, oral or electronic, which is proprietary to the Company, its Subsidiaries and their Affiliates the Acquired Company or the Business of the Acquired Company, and not generally known to the public (individually and collectively "CONFIDENTIAL INFORMATION"“Confidential Information”), without the Company's ’s prior written permission. For purposes of this Section 4.3, the term "UNAUTHORIZED PERSON" “unauthorized person” shall mean any person who is not (i) an officer or director of the Company or an employee of the Company for whom the disclosure of the knowledge or information referred to herein is necessary for his performance of his assigned duties, or ; (ii) an employee, officer or director of a Subsidiary Parent or Affiliate affiliate of the Company for whom the disclosure of the knowledge or information referred to herein is necessary for his performance of his assigned duties, ; or (iii) a person expressly authorized by the Company to receive disclosure of such knowledge or information. The Company expressly acknowledges and agrees that the term "“Confidential Information" ” excludes information which is (A) in the public domain or otherwise generally known to the trade, or ; (B) disclosed to third parties other than by reason of the Employee's ’s breach of his confidentiality obligation hereunder hereunder; or (C) learned of by the Employee subsequent to the termination of his employment hereunder from any other party not then under an obligation of confidentiality to the Company, its Subsidiaries and their Affiliates. Further, the Employee covenants to the Company that in the Employee's ’s performance of his duties hereunder, the Employee will violate no confidentiality obligations he may have to any third persons.

Non-Disclosure Covenant. During (a) For a period of five years after the Employment Period and at all times thereafterEffective Date, the Employee Stockholder shall not, and shall cause his Affiliates not to either directly or indirectly, disclose to any "“unauthorized person" ” or use for the benefit of the Employee Stockholder or any person or entity other than the Company, its Subsidiaries or their Affiliates any Work Product or Company any knowledge or information which the Employee may acquire Stockholder acquired while he was a Stockholder, employed by the Company (whether before or after the date of this Agreement) otherwise affiliated with Seller relating to (i) the financial, marketing, sales and business plans and affairs, financial statements, analyses, forecasts and projections, books, accounts, records, operating costs and expenses and other financial information of the Company, its Subsidiaries and their Affiliates, Seller or Xxxxx; (ii) internal management tools and systems, costing policies and methods, pricing policies and methods and other methods of doing business, business of the Company, its Subsidiaries and their Affiliates, Seller or Xxxxx; (iii) customers, sales, customer requirements and usages, distributor lists, lists of the Company, its Subsidiaries and their Affiliates, Seller or Xxxxx; (iv) agreements with customers, vendors, independent contractors, employees and others, others of the Company, its Subsidiaries and their Affiliates, Seller or Xxxxx; (v) existing and future products or services and product development plans, designs, analyses and reports, reports of the Company, its Subsidiaries and their Affiliates, Seller or Xxxxx; (vi) computer software and data bases developed for the Company, its Subsidiaries Seller or their AffiliatesXxxxx, trade secrets, research, records of research, models, designs, drawings, technical data and reports of the Company, its Subsidiaries and their Affiliates Seller or Xxxxx; and (vii) correspondence or other private or confidential matters, information or data whether written, oral or electronic, which is proprietary to the Company, its Subsidiaries and their Affiliates Seller and not generally known to the public (individually and collectively "CONFIDENTIAL INFORMATION"“Confidential Information”), without the Company's ’s prior written permission. . (b) For purposes of this Section 4.3paragraph 1, the term "UNAUTHORIZED PERSON" “unauthorized person” shall mean any person Person who is not (i) an officer or director of the Company or an employee of the Company for whom the disclosure of the knowledge or information referred to herein is necessary for his performance of his assigned duties, or ; (ii) an employee, officer or director of a Subsidiary or an Affiliate of the Company for whom the disclosure of the knowledge or information referred to herein is necessary for his performance of his assigned duties, ; or (iii) a person expressly authorized by the Company to receive disclosure of such knowledge or information. The Company expressly acknowledges and agrees that the term "Confidential Information" excludes information which is (A) in the public domain or otherwise generally known to the trade, or (B) disclosed to third parties other than by reason of the Employee's breach of his confidentiality obligation hereunder or (C) learned of by the Employee subsequent to the termination of his employment hereunder from any other party not then under an obligation of confidentiality to the Company, its Subsidiaries and their Affiliates. Further, the Employee covenants to the Company that in the Employee's performance of his duties hereunder, the Employee will violate no confidentiality obligations he may have to any third persons.

Non-Disclosure Covenant. During the Employment Period Employee’s employment and at all times thereafter, the Employee shall not, either directly or indirectly, disclose use his reasonable efforts and reasonable diligence to protect and safeguard from disclosure to any "“unauthorized person" ” or use for the benefit of the Employee or any person or entity other than the CompanyCompany or otherwise within the scope of his employment and as required under Section 11 of this Agreement, its Subsidiaries or their Affiliates any Work Product or any other confidential or proprietary knowledge or information which that the Employee may acquire while employed by the Company (whether before or after the date of this AgreementStart Date) relating to (i) the financial, marketing, sales and business plans and affairs, financial statements, analyses, forecasts and projections, books, accounts, records, operating costs and expenses and other financial information of the Company, Company or its Subsidiaries and their Affiliates, (ii) internal management tools and systems, costing policies and methods, pricing policies and methods and other methods of doing business, of the Company, Company or its Subsidiaries and their Affiliates, (iii) customerscustomer, sales, customer requirements and usages, distributor lists, usages of the Company, Company or its Subsidiaries and their Affiliates, (iv) agreements with customers, vendors, independent contractors, employees and others, others of the Company, Company or its Subsidiaries and their Affiliates, (v) existing and future products or services and product development plans, designs, analyses and reports, of the Company, its Subsidiaries and their Affiliates, (vi) computer software and data bases databases developed for the Company, Company or its Subsidiaries or their Affiliates, (vii) trade secrets, research, records of research, models, designs, drawings, technical data and reports of the CompanyCompany or its Affiliates, its Subsidiaries and their Affiliates and (viiviii) correspondence or regarding other private or confidential matters, information or data whether written, oral or electronic, which that is proprietary to the Company, Company or its Subsidiaries and their Affiliates and not generally known to the public (individually and collectively "CONFIDENTIAL INFORMATION"collectively, “Confidential Information”), without the Company's ’s prior written permission. For purposes of this Section 4.310(g), the term "UNAUTHORIZED PERSON" “unauthorized person” shall mean any person who is not (ia) an officer employee, officer, director, manager or director of the Company or an employee agent of the Company for whom the disclosure of the knowledge or information referred to herein is necessary for his the performance of his assigned duties, or (ii) an employee, officer or director of a Subsidiary or Affiliate of the Company for whom the disclosure of the knowledge or information referred to herein is necessary for his performance of his assigned duties, or (iiib) a person expressly authorized by the Company to receive disclosure of such knowledge or information. The Company expressly acknowledges and agrees that the term "Confidential Information" excludes information which is (A) in the public domain or otherwise generally known to the trade, or (B) disclosed to third parties other than by reason of the Employee's breach of his confidentiality obligation hereunder or (C) learned of by the Employee subsequent to the termination of his employment hereunder from any other party not then under an obligation of confidentiality to the Company, its Subsidiaries and their Affiliates. Further, the Employee covenants to the Company that in the Employee's ’s performance of his duties hereunder, the Employee will violate no confidentiality obligations he or the Company or an Affiliate may have to any third personspersons or entities. Confidential Information shall not include information which is or has become generally known to, or readily ascertainable by, the public without the fault or omission of Employee, was known to the Employee prior to the disclosure of such information by Company or is of general industry knowledge, or was received by the Employee without restrictions as to its use from a third party who is lawfully in possession and not restricted as to the use thereof.

Non-Disclosure Covenant. During the Employment Period and at all times thereafter, the Employee shall not, either directly or indirectly, disclose to any "unauthorized person" or use for the benefit of the Employee or any person or entity other than the Company, its Subsidiaries or their Affiliates any Work Product or any knowledge or information which the Employee may acquire while employed by the Company (whether before or after the date of this Agreement) relating to (i) the financial, marketing, sales and business plans and affairs, financial statements, analyses, forecasts and projections, books, accounts, records, operating costs and expenses and other financial information of the Company, its Subsidiaries and their Affiliates, (ii) internal management tools and systems, costing policies and methods, pricing policies and methods and other methods of doing business, of the Company, its Subsidiaries and their Affiliates, (iii) customers, sales, customer requirements and usages, distributor lists, of the Company, its Subsidiaries and their Affiliates, (iv) agreements with customers, vendors, independent contractors, employees and others, of the Company, its Subsidiaries and their Affiliates, (v) existing and future products or services and product development plans, designs, analyses and reports, of the Company, its Subsidiaries and their Affiliates, (vi) computer software and data bases developed for the Company, its Subsidiaries or their Affiliates, trade secrets, research, records of research, models, designs, drawings, technical data and reports of the Company, its Subsidiaries and their Affiliates and (vii) correspondence or other private or confidential matters, information or data whether written, oral or electronic, which is proprietary to the Company, its Subsidiaries and their Affiliates and not generally known to the public (individually and collectively "CONFIDENTIAL INFORMATION"), without the Company's prior written permission. For purposes of this Section 4.3, the term "UNAUTHORIZED PERSON" shall mean any person who is not (i) an officer or director of the Company or an employee of the Company for whom the disclosure of the knowledge or information referred to herein is necessary for his performance of his assigned duties, or (ii) an employee, officer or director of a Subsidiary or Affiliate of the Company for whom the disclosure of the knowledge or information referred to herein is necessary for his performance of his assigned duties, or (iii) a person expressly authorized by the Company to receive disclosure of such knowledge or information. The Company expressly acknowledges and agrees that the term "Confidential Information" excludes information which is (A) in the public domain or otherwise generally known to the trade, or (B) disclosed to third parties other than by reason of the Employee's breach of his confidentiality obligation hereunder or (C) learned of by the Employee subsequent to the termination of his employment hereunder from any other party not then under an obligation of confidentiality to the Company, its Subsidiaries and their Affiliates. Further, the Employee covenants to the Company that in the Employee's performance of his duties hereunder, the Employee will violate no confidentiality obligations he may have to any third persons.term

Non-Disclosure Covenant. During (a) For a period of five years after the Employment Period and at all times thereafterEffective Date, each of the Employee Peek Parties shall not, and shall cause its Affiliates not to either directly or indirectly, disclose to any "“unauthorized person" ” or use for the benefit of the Employee Peek Parties or any person or entity other than the Company, its Subsidiaries or their Affiliates any Work Product or Company any knowledge or information which the Employee may acquire that it acquired while employed by the Company (whether before it was a stockholder or after the date of this Agreement) otherwise affiliated with PTI and PTSI relating to (i) the financial, marketing, sales and business plans and affairs, financial statements, analyses, forecasts and projections, books, accounts, records, operating costs and expenses and other financial information of the Company, its Subsidiaries and their Affiliates, PTSI or PTI; (ii) internal management tools and systems, costing policies and methods, pricing policies and methods and other methods of doing business, business of the Company, its Subsidiaries and their Affiliates, PTSI or PTI; (iii) vendor and supplier information, customers, sales, customer requirements and usages, distributor lists, lists of the Company, its Subsidiaries and their Affiliates, PTSI or PTI; (iv) agreements with customers, vendors, independent contractors, employees and others, others of the Company, its Subsidiaries and their Affiliates, PTSI or PTI; (v) existing and future products products, specifications or services and product development plans, designs, analyses and reports, reports of the Company, its Subsidiaries and their Affiliates, PTSI or PTI; (vi) computer software and data bases developed for the CompanyPTSI or PTI, its Subsidiaries or their Affiliates, (vii) trade secrets, manufacturing techniques, processes, research, records of research, models, designs, drawings, photographs, technical data and reports of the Company, its Subsidiaries and their Affiliates PTSI or PTI; and (vii) correspondence or other private or confidential matters, information or data whether written, oral or electronic, which is that are proprietary to the Company, its Subsidiaries and their Affiliates PTSI or PTI and not generally known to the public (individually and collectively "CONFIDENTIAL INFORMATION"“Confidential Information”), without the Company's ’s prior written permission. . (b) For purposes of this Section 4.3paragraph 1, the term "UNAUTHORIZED PERSON" “unauthorized person” shall mean any person Person who is not (i) an officer or director of the Company or an employee of the Company for whom the disclosure of the knowledge or information referred to herein is necessary for his its performance of his its assigned duties, or ; (ii) an employee, officer or director of a Subsidiary or an Affiliate of the Company for whom the disclosure of the knowledge or information referred to herein is necessary for his its performance of his its assigned duties, or ; (iii) a person expressly authorized by the Company to receive disclosure of such knowledge or information. The Company expressly acknowledges ; or (iv) any officer, director, employee or representative of the Peek Parties or their Affiliates who needs to have access to such information in order to facilitate compliance with this Agreement and agrees that the term "Confidential Information" excludes information which is (A) in the public domain or otherwise generally known to the tradeprosecutions, defense, or (B) disclosed to third parties other than by reason resolution of the Employee's breach of his confidentiality obligation hereunder or (C) learned of by the Employee subsequent to the termination of his employment hereunder from any other party not then under an obligation of confidentiality to the Company, its Subsidiaries and their Affiliates. Further, the Employee covenants to the Company that in the Employee's performance of his duties dispute arising hereunder, the Employee will violate no confidentiality obligations he may have to any third persons.