Common use of Non-Disclosure; Non-Use Clause in Contracts

Non-Disclosure; Non-Use. You agree not to disclose, give, sell or otherwise divulge the “Confidential Information” (as defined in the Code of Conduct and Ethics) to any other person or entity at any time without the Company’s prior written consent. You further agree not to (i) use any of the Confidential Information for your own account for or for the account of any other person or entity or (ii) use or retain, without the Company’s prior written consent, any figures, calculations, letters, papers, drawings, computer printouts, computer discs or tapes, or copies thereof or other Confidential Information of any type or description pertaining to the Company, except in furtherance of the Company’s interests. You further agree that, upon your Separation, that you will (i) return physical copies of the Company’s information and Confidential Information in your possession, under your control or removed from the Company’s premises by you or under your direction, (ii) destroy all electronic copies of the Company’s information and Confidential Information in your possession, under your control or which was copied or removed from the Company’s premises or equipment by you or under your direction and (iii) return all Company property in your possession or under your control, including without limitation the following: Company computers, Blackberry or other mobile devices, cellular telephones, Company automobiles and keys and access cards to Company property. In the event that you are legally compelled by regulatory or legal process to disclose the Confidential Information, the foregoing confidentiality obligations shall not apply to you with respect to such information, provided that you have given the Company prompt prior written notice of such compulsion, cooperate with the Company in connection with any of its efforts to prevent or limit the scope of such disclosure and, following completion of such efforts, you only disclose such information as required under such regulatory or legal process then applicable to you. Nothing in this paragraph 7, or in the remainder of this Agreement, shall prohibit you from filing a charge with the U.S. Equal Employment Opportunity Commission or any similar state or local fair employment practices agency, or from talking to or cooperating with the U.S. Equal Employment Opportunity Commission or any similar state or local fair employment practices agency, and no notice to the Company is required under these circumstances.

Non-Disclosure; Non-Use. You agree not to disclose, give, sell or otherwise divulge the “"Confidential Information” " (as defined in the Code of Conduct and Ethics) to any other person or entity at any time without the Company’s 's prior written consent. You further agree not to (i) use any of the Confidential Information for your own account for or for the account of any other person or entity or (ii) use or retain, without the Company’s 's prior written consent, any figures, calculations, letters, papers, drawings, computer printouts, computer discs or tapes, or copies thereof or other Confidential Information of any type or description pertaining to the Company, except in furtherance of the Company’s 's interests. You further agree that, upon your Separation, that you will (i) return physical copies of the Company’s 's information and Confidential Information in your possession, . under your control or removed from the Company’s 's premises by you or under your direction, (ii) destroy all electronic copies of the Company’s 's information and Confidential Information in your possession, under your control or which was copied or removed from the Company’s 's premises or equipment by you or under your direction and (iii) return all Company property in your possession or under your control, including without limitation the following: Company computers, Blackberry or other mobile devices, cellular telephones, Company automobiles and keys and access cards to Company property. In the event that you are legally compelled by regulatory or legal process to disclose the Confidential Information, the foregoing confidentiality obligations shall not apply to you with respect to such information, provided that you have given the Company prompt prior written notice of such compulsion, cooperate with the Company in connection with any of its efforts to prevent or limit the scope of such disclosure and, following completion of such efforts, you only disclose such information as required under such regulatory or legal process then applicable to you. Nothing in this paragraph 7, or in the remainder of this Agreement, shall prohibit you from filing a charge with any government agency. including the U.S. Equal Employment Opportunity Commission or any similar state or local fair employment practices agency, or from talking to or cooperating with in any government investigation by the U.S. Equal Employment Opportunity Commission or Commission, any similar state or local fair employment practices agency, or the Securities and Exchange Commission, and no notice to the Company is required under these circumstances.

Non-Disclosure; Non-Use. You agree not to disclose, give, sell or otherwise divulge the “Confidential Information” (as defined in the Code of Conduct and Ethics) to any other person or entity at any time without the Company’s prior written consent. You further agree not to (i) use any of the Confidential Information for your own account for or for the account of any other person or entity or (ii) use or retain, without the Company’s prior written consent, any figures, calculations, letters, papers, drawings, computer printouts, computer discs or tapes, or copies thereof or other Confidential Information of any type or description pertaining to the Company, except in furtherance of the Company’s interests. You further agree that, upon your Separation, that you will (i) return physical copies of the Company’s information and Confidential Information in your possession, under your control or removed from the Company’s premises by you or under your direction, (ii) destroy all electronic copies of the Company’s information and Confidential Information in your possession, under your control or which was copied or removed from the Company’s premises or equipment by you or under your direction and (iii) return all Company property in your possession or under your control, including without limitation the following: Company computers, Blackberry or other mobile devices, cellular telephones, Company automobiles and keys and access cards to Company property. In the event that you are legally compelled by regulatory or legal process to disclose the Confidential Information, the foregoing confidentiality obligations shall not apply to you with respect to such information, provided that you have given the Company prompt prior written notice of such compulsion, cooperate with the Company in connection with any of its efforts to prevent or limit the scope of such disclosure and, following completion of such efforts, you only disclose such information as required under such regulatory or legal process then applicable to you. Nothing in this paragraph 7, or in the remainder of this Agreement, shall prohibit you from filing a charge with any government agency, including the U.S. Equal Employment Opportunity Commission or any similar state or local fair employment practices agency, or from talking to or cooperating with in any government investigation by the U.S. Equal Employment Opportunity Commission or Commission, any similar state or local fair employment practices agency, or the Securities and Exchange Commission, and no notice to the Company is required under these circumstances.

Non-Disclosure; Non-Use. You agree not to disclose, give, sell or otherwise divulge the “"Confidential Information” " (as defined in the Code of Conduct and Ethics) to any other person or entity at any time without the Company’s 's prior written consent. , except (i) where required by law or pursuant to a subpoena or court order or (ii) during the Term, disclosures to third parties that are made in your capacity as CEO and President to the extent required to benefit the Company’s business.. You further agree not to (i) use any of the Confidential Information for your own account for or for the account of any other person or entity or (ii) use or retain, without the Company’s 's prior written consent, any figures, calculations, letters, papers, drawings, computer printouts, computer discs or tapes, or copies thereof or other Confidential Information of any type or description pertaining to the Company, except in furtherance of the Company’s 's interests. You further agree that, upon your Separation, that you will (i) return physical copies of the Company’s 's information and Confidential Information in your possession, . under your control or removed from the Company’s 's premises by you or under your direction, (ii) destroy all electronic copies of the Company’s 's information and Confidential Information in your possession, under your control or which was copied or removed from the Company’s 's premises or equipment by you or under your direction and (iii) return all Company property in your possession or under your control, including without limitation the following: Company computers, Blackberry or other mobile devices, cellular telephones, Company automobiles and keys and access cards to Company property. In the event that you are legally compelled by regulatory or legal process to disclose the Confidential Information, the foregoing confidentiality obligations shall not apply to you with respect to such information, provided that you have given the Company prompt prior written notice of such compulsion, cooperate with the Company in connection with any of its efforts to prevent or limit the scope of such disclosure and, following completion of such efforts, you only disclose such information as required under such regulatory or legal process then applicable to you. Notwithstanding anything set forth herein to the contrary, nothing in this Agreement shall (i) prohibit you from making reports of possible violations of federal law or regulation to any governmental agency or entity in accordance with the provisions of and rules promulgated under Section 21F of the Securities Exchange Act of 1934, as amended, or Section 806 of the Xxxxxxxx-Xxxxx Act of 2002, or of any other whistleblower protection provisions of federal law or regulation, or (ii) require notification or prior approval by the Company of any such report; provided that, you are not authorized to disclose communications with counsel that were made for the purpose of receiving legal advice or that contain legal advice or that are protected by the attorney work product or similar privilege. Furthermore, you shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made (i) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney, in each case, solely for the purpose of reporting or investigating a suspected violation of law or (ii) in a complaint or other document filed in a lawsuit or proceeding, if such filings are made under seal. Nothing in this paragraph 7, or in the remainder of this Agreement, shall prohibit you from filing a charge with any government agency. including the U.S. Equal Employment Opportunity Commission or any similar state or local fair employment practices agency, or from talking to or cooperating with in any government investigation by the U.S. Equal Employment Opportunity Commission or Commission, any similar state or local fair employment practices agency, or the Securities and Exchange Commission, and no notice to the Company is required under these circumstances.

Non-Disclosure; Non-Use. You agree not to disclose, give, sell or otherwise divulge the “Confidential Information” (as defined in the Code of Conduct and Ethics) to any other person or entity at any time without the Company’s prior written consent, except (i) where required by law or pursuant to a subpoena or court order or (ii) during the Term, disclosures to third parties that are made in your capacity as CEO and President to the extent required to benefit the Company’s business. You further agree not to (i) use any of the Confidential Information for your own account for or for the account of any other person or entity or (ii) use or retain, without the Company’s prior written consent, any figures, calculations, letters, papers, drawings, computer printouts, computer discs or tapes, or copies thereof or other Confidential Information of any type or description pertaining to the Company, except in furtherance of the Company’s interests. You further agree that, upon your Separation, that you will (i) return physical copies of the Company’s information and Confidential Information in your possession, under your control or removed from the Company’s premises by you or under your direction, (ii) destroy all electronic copies of the Company’s information and Confidential Information in your possession, under your control or which was copied or removed from the Company’s premises or equipment by you or under your direction and (iii) return all Company property in your possession or under your control, including without limitation the following: Company computers, Blackberry or other mobile devices, cellular telephones, Company automobiles and keys and access cards to Company property. In the event that you are legally compelled by regulatory or legal process to disclose the Confidential Information, the foregoing confidentiality obligations shall not apply to you with respect to such information, provided that that, to the extent permitted by applicable law, you have given use commercially reasonable efforts to (a) give the Company prompt prior written notice of such compulsion, (b) cooperate with the Company in connection with any of its efforts to prevent or limit the scope of such disclosure and, (c) following completion of such efforts, you only disclose such information as required under such regulatory or legal process then applicable to you. Notwithstanding anything set forth herein to the contrary, nothing in this Agreement shall (i) prohibit you from making reports of possible violations of federal law or regulation to any governmental agency or entity in accordance with the provisions of and rules promulgated under Section 21F of the Securities Exchange Act of 1934, as amended, or Section 806 of the Xxxxxxxx-Xxxxx Act of 2002, or of any other whistleblower protection provisions of federal law or regulation, or (ii) require notification or prior approval by the Company of any such report; provided that, you are not authorized to disclose communications with counsel that were made for the purpose of receiving legal advice or that contain legal advice or that are protected by the attorney work product or similar privilege. Furthermore, you shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made (i) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney, in each case, solely for the purpose of reporting or investigating a suspected violation of law or (ii) in a complaint or other document filed in a lawsuit or proceeding, if such filings are made under seal. Nothing in this paragraph 79, or in the remainder of this Agreement, shall prohibit you from filing a charge with any government agency, including the U.S. Equal Employment Opportunity Commission or any similar state or local fair employment practices agency, or from talking to or cooperating with in any government investigation by the U.S. Equal Employment Opportunity Commission or Commission, any similar state or local fair employment practices agency, or the Securities and Exchange Commission, and no notice to the Company is required under these circumstances.