Common use of Non-Disclosure of Proprietary and Confidential Information By Contractor Clause in Contracts

Non-Disclosure of Proprietary and Confidential Information By Contractor. In consideration and recognition of the fact that during the term of this Agreement, Contractor may have access to Proprietary Information (as used in this Article VII "Proprietary Information" shall mean and include, without limitation, any and all marketing and sales data, plans and strategies, financial projections, Client lists, prospective Client lists, promotional ideas, data concerning Client's services, designs, methods, inventions, improvements, discoveries, designs whether or not patentable, "know-how", training and sales techniques, and any other information of a similar nature disclosed to Contractor or otherwise made known to Contractor as a consequence of or through this Agreement during the term hereof. The term Proprietary Information shall not include any information that (i) at the time of the disclosure or thereafter is or becomes generally available to and known by the public, other than as a result of a disclosure by Contractor or any agent or representative of Contractor in violation of this Agreement, or (ii) was available to Contractor on a non confidential basis from a source other than Client, or any of Client's officers, directors, employees, agents or other representatives) or other information and data of a secret and proprietary nature which Client desires to keep confidential, and that Client has furnished, or during the term will furnish such information to Contractor, Contractor agrees and acknowledges (as used in this Article VII, Contractor shall mean and include, Contractor and any subsidiaries, affiliates, related entities, officers, agents, shareholders, partners, principals and/or employees) that Client has exclusive proprietary rights to all Proprietary Information, and Contractor hereby assigns to Client all rights that he or she might otherwise possess in any Proprietary Information. Except as required in the performance of Contractor's duties to Client, Contractor will not at any time during or after the term hereof, directly or indirectly use, communicate, disclose, disseminate, lecture upon, publish articles or otherwise put in the public domain, any Proprietary Information relating to Client or Client's services, products or business. Contractor agrees to deliver to Client any and all copies of Proprietary Information in the possession or control of Contractor upon the expiration or termination of this Agreement, or at any other time upon request by Client. The provisions of this section shall survive the termination of this Agreement.

Non-Disclosure of Proprietary and Confidential Information By Contractor. In consideration and recognition of the fact that during the term of this Agreement, Contractor may have access to Proprietary Information (as used in this Article VII "Proprietary Information" shall mean and include, without limitation, any and all marketing and sales data, plans and strategies, financial projections, Client lists, prospective Client lists, promotional ideas, data concerning Client's services, designs, methods, inventions, improvements, discoveries, designs whether or not patentable, "know-how", training and sales techniques, and any other information of a similar nature disclosed to Contractor or otherwise made known to Contractor as a consequence of or through this Agreement during the term hereof. The term Proprietary Information shall not include any information that (i) at the time of the disclosure or thereafter is or becomes generally available to and known by the public, other than as a result of a disclosure by Contractor or any agent or representative of Contractor in violation of this Agreement, or (ii) was available to Contractor on a non confidential non?confidential basis from a source other than Client, or any of Client's officers, directors, employees, agents or other representatives) or other information and data of a secret and proprietary nature which Client desires to keep confidential, and that Client has furnished, or during the term will furnish such information to Contractor, Contractor agrees and acknowledges (as used in this Article VII, Contractor shall mean and include, Contractor and any subsidiaries, affiliates, related entities, officers, agents, shareholders, partners, principals and/or employees) that Client has exclusive proprietary rights to all Proprietary Information, and Contractor hereby assigns to Client all rights that he or she might otherwise possess in any Proprietary Information. Except as required in the performance of Contractor's duties to Client, Contractor will not at any time during or after the term hereof, directly or indirectly use, communicate, disclose, disseminate, lecture upon, publish articles or otherwise put in the public domain, any Proprietary Information relating to Client or Client's services, products or business. Contractor agrees to deliver to Client any and all copies of Proprietary Information in the possession or control of Contractor upon the expiration or termination of this Agreement, or at any other time upon request by Client. The provisions of this section shall survive the termination of this Agreement.