Common use of Non-Disclosure of Confidential Information; Non-Disparagement Clause in Contracts

Non-Disclosure of Confidential Information; Non-Disparagement. During the Term and at any time thereafter, and except as required by any court, supervisory authority or administrative agency or as may be otherwise required by applicable law, Executive shall not, without the written consent of the Boards of Directors of Employer, or a person authorized thereby, communicate, furnish, divulge or disclose to any Person, other than an employee of Employer or an Affiliate thereof, or a Person to whom communication or disclosure is reasonably necessary or appropriate in connection with the performance by Executive of Executive’s duties as an employee of Employer, any Confidential Information obtained by Executive while in the employ of Employer or any Affiliate, unless and until such information has become a matter of public knowledge at the time of such disclosure. Executive shall use Executive’s best efforts to prevent the removal of any Confidential Information from the premises of Employer or any of their Affiliates, except as required in connection with the performance of Executive’s duties as an employee of Employer. Executive acknowledges and agrees that (i) all Confidential Information (whether now or hereafter existing) conceived, discovered or developed by Executive during the Term belongs exclusively to Employer and not to him; (ii) that Confidential Information is intended to provide rights to Employer in addition to, not in lieu of, those rights Employer and their Affiliates have under the common law and applicable statutes for the protection of trade secrets and confidential information; and (iii) that Confidential Information includes information and materials that may not be explicitly identified or marked as confidential or proprietary. In addition, during the Term and at any time thereafter, Executive shall not make any disparaging remarks, or any remarks that could reasonably be construed as disparaging, regarding Employer or any of their Affiliates, or their officers, directors, employees, partners, or agents. Executive shall not take any action or provide information or issue statements, to the media or otherwise, or cause anyone else to take any action or provide information or issue statements, to the media or otherwise, regarding Employer or any of their Affiliates or their officers, directors, employees, partners, or agents.

Non-Disclosure of Confidential Information; Non-Disparagement. During the Term and at any time thereafter, and except as required by any court, supervisory authority or administrative agency or as may be otherwise required by applicable law, Executive shall not, without the written consent of the Boards of Directors of Employer, or a person authorized thereby, communicate, furnish, divulge or disclose to any Person, other than an employee of Employer or an Affiliate thereof, or a Person to whom communication or disclosure is reasonably necessary or appropriate in connection with the performance by Executive of Executive’s his duties as an employee of Employer, any Confidential Information obtained by Executive him while in the employ of Employer or any Affiliate, unless and until such information has become a matter of public knowledge at the time of such disclosure. Executive shall use Executive’s his best efforts to prevent the removal of any Confidential Information from the premises of Employer or any of their Affiliates, except as required in connection with the performance of Executive’s his duties as an employee of Employer. Executive acknowledges and agrees that (i) all Confidential Information (whether now or hereafter existing) conceived, discovered or developed by Executive him during the Term belongs exclusively to Employer and not to him; (ii) that Confidential Information is intended to provide rights to Employer in addition to, not in lieu of, those rights Employer and their Affiliates have under the common law and applicable statutes for the protection of trade secrets and confidential information; and (iii) that Confidential Information includes information and materials that may not be explicitly identified or marked as confidential or proprietary. In addition, during the Term and at any time thereafter, Executive shall not make any disparaging remarks, or any remarks that could reasonably be construed as disparaging, regarding Employer or any of their Affiliates, or their officers, directors, employees, partners, or agents. Executive shall not take any action or provide information or issue statements, to the media or otherwise, or cause anyone else to take any action or provide information or issue statements, to the media or otherwise, regarding Employer or any of their Affiliates or their officers, directors, employees, partners, or agents.

Non-Disclosure of Confidential Information; Non-Disparagement. During the Employment Term and at any time thereafter, and except as required by any court, supervisory authority authority, or administrative agency or as may be otherwise required by applicable law, Executive shall not, without the written consent of the Boards of Directors of Employer, or a person authorized thereby, communicate, furnish, divulge divulge, or disclose to any Person, other than an employee of Employer or an Affiliate thereof, or a Person to whom communication or disclosure is reasonably necessary or appropriate in connection with the performance by Executive of Executive’s duties as an employee or consultant of Employer, any Confidential Information obtained by Executive while in the employ of or while providing services to Employer or any Affiliate, unless and until such information has become a matter of public knowledge at the time of such disclosure. Executive shall use Executive’s best efforts to prevent the removal of any Confidential Information from the premises of Employer or any of their Affiliates, except as required in connection with the performance of Executive’s duties as an employee of Employer. Executive acknowledges and agrees that (i) all Confidential Information (whether now or hereafter existing) conceived, discovered discovered, or developed by Executive during the Employment Term belongs exclusively to Employer and not to him; (ii) that Confidential Information is intended to provide rights to Employer in addition to, not in lieu of, those rights Employer and their Affiliates have under the common law and applicable statutes for the protection of trade secrets and confidential information; and (iii) that Confidential Information includes information and materials that may not be explicitly identified or marked as confidential or proprietary. In addition, during the Employment Term and at any time thereafter, Executive shall not make any disparaging remarks, or any remarks that could would reasonably be construed as disparaging, regarding Employer or any of their Affiliates, or their officers, directors, employees, partners, or agents. Executive shall not take any action or provide information or issue statements, to the media or otherwise, or cause anyone else to take any action or provide information or issue statements, to the media or otherwise, regarding Employer or any of their Affiliates or their officers, directors, employees, partners, or agents. Notwithstanding the foregoing, the covenants set forth in this Section 2.2 are not intended to, and shall be interpreted in a manner that does not, limit or restrict Executive from exercising any legally protected whistleblower rights (including pursuant to Rule 21F promulgated under the Securities Exchange Act of 1934, as amended).

Non-Disclosure of Confidential Information; Non-Disparagement. During Executive acknowledges the Term continued success of the Company and at any time thereafterits Affiliates depends upon the use and protection of confidential and proprietary information and that Executive will have access to Confidential Information of the Company, its Affiliates, and except as required by any courtthird parties with which the Company and its Affiliates do business. Executive acknowledges Confidential Information constitutes valuable, supervisory authority or administrative agency or as may be otherwise required by applicable lawspecial, Executive shall not, without the written consent and unique property of the Boards of Directors of EmployerCompany, or a person authorized therebyits Affiliates, communicate, furnish, divulge or disclose to any Person, other than an employee of Employer or an Affiliate thereof, or a Person to whom communication or disclosure is reasonably necessary or appropriate in connection with the performance by and third parties. Executive of Executive’s duties as an employee of Employer, any Confidential Information obtained by Executive while in the employ of Employer or any Affiliate, unless and until such information has become a matter of public knowledge at the time of such disclosure. agrees Executive shall use Executive’s best efforts to prevent the removal of any Confidential Information from the premises of Employer or any of their Affiliates, except only as required necessary and only in connection with the performance of Executive’s duties as an employee of Employerduties. Executive acknowledges agrees Executive shall not disclose to any unauthorized person or use for Executive’s own or any other purposes any Confidential Information without the prior written consent of the Company. Executive shall notify the Company promptly and in writing of any circumstances in which Executive discloses Confidential Information, whether intentionally or inadvertently, in violation of this Agreement, or of when Executive has knowledge relating to any possession or use of any Confidential Information by any person other than those authorized by the terms of this Agreement. Executive agrees that (i) all Confidential Information (whether now Executive will not at any time make, publish or hereafter existing) conceivedcommunicate to any person or entity or in any public forum any defamatory or disparaging remarks, discovered comments, or developed by Executive during statements concerning the Term belongs exclusively to Employer and not to him; (ii) that Confidential Information Company or business practices, present or prospective customers, vendors, employees, products, processes, services or activities. Nothing in this section is intended to provide rights prevent or in any way limit the Executive from reporting possible violations of federal or state law to Employer a governmental agency, such as the Equal Employment Opportunity Commission or and Securities and Exchange Commission, communicating with such agency or participating in addition toany proceeding before a governmental agency as provided for, not in lieu of, those rights Employer and their Affiliates have protected under the common law and or warranted by applicable statutes for the protection of trade secrets and confidential information; and (iii) that Confidential Information includes information and materials that may not be explicitly identified or marked as confidential or proprietarylaw. In addition, during notwithstanding anything in this Agreement to the Term contrary, the Parties acknowledge that Executive 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; and at any time thereafter(ii) solely for the purpose of reporting or investigating a suspected violation of law. In addition, Executive shall not make be held criminally or civilly liable under any disparaging remarksFederal or State trade secret law for the disclosure of a trade secret that is made in a complaint or other document filed in a lawsuit or other proceeding, or any remarks that could reasonably be construed as disparaging, regarding Employer or any of their Affiliates, or their officers, directors, employees, partners, or agents. Executive shall not take any action or provide information or issue statements, to the media or otherwise, or cause anyone else to take any action or provide information or issue statements, to the media or otherwise, regarding Employer or any of their Affiliates or their officers, directors, employees, partners, or agentsif such filing is made under seal.