Common use of Non-Disclosure of Proprietary Information Clause in Contracts

Non-Disclosure of Proprietary Information. Employer and Administrative Agent each acknowledge that in contemplation of entering into this Agreement and as a result of the contractual relationship created hereby, each party has revealed and disclosed, and shall continue to reveal and disclose to the other, information which is proprietary and/or confidential infor- mation of such party (“Confidential Information”). Employer and Administrative Agent agree that each party shall: (a) keep such Confidential Information of the other party in strict confidence; (b) not disclose Confidential Information of the other party to any third parties or to any of its employees not having a legitimate need to know such information; and (c) not use Confidential Information of the other party for any purpose not directly related to and necessary for the performance of its obligations under this Agreement (unless required to do so by a court of competent jurisdiction or a regulatory body having authority to require such disclosure). Information revealed or disclosed by a party for any purpose not directly related to and necessary for the performance of such party’s obligations under this Agreement shall not be considered Confidential Information for purposes hereof: (a) if, when, and to the extent such information is or becomes generally available to the public without the fault or negligence of the party receiving or disclosing the information; or (b) if the unrestricted use of such information by the party receiving or disclosing the information has been expressly authorized in writing and in advance by an authorized representative of the other party. For purposes of this Section, Confidential Information is any information in written, human-readable, machine-readable, or electronically recorded form (and legended as confidential and/or proprietary or words of similar import); information disclosed orally in connection with this Agreement and identified as confidential and/or proprietary (or words of similar import); and programs, policies, practices, procedures, files, records and correspon- dence concerning the parties’ respective businesses or finances. The terms and conditions of this Section 9.3 shall survive the termination of this Agreement.

Non-Disclosure of Proprietary Information. Employer and Administrative Agent Vendor each acknowledge that in contemplation of entering into this Agreement and as a result of the contractual relationship created hereby, each party has revealed and discloseddis- closed, and shall continue to reveal and disclose to the other, information which is proprietary and/or confidential infor- mation information of such party (“Confidential Information”). Employer and Administrative Agent Vendor agree that each party shall: (a) keep such Confidential Information of the other party in strict confidence; (b) not disclose Confidential Information of the other party to any third parties or to any of its employees not having a legitimate need to know such information; and (c) not use Confidential Information of the other party for any purpose not directly related to and necessary for the performance of its obligations under this Agreement (unless required to do so by a court of competent jurisdiction or a regulatory body having authority to require such disclosure). Information revealed or disclosed by a party for any purpose not directly related to and necessary for the performance of such party’s obligations under this Agreement shall not be considered Confidential Information for purposes hereof: (a) if, when, and to the extent such information is or becomes generally available to the public without the fault or negligence of the party receiving or disclosing the information; or (b) if the unrestricted use of such information by the party receiving or disclosing the information has been expressly authorized in writing and in advance by an authorized representative of the other party. For purposes of this Section, Confidential Information is any information in written, human-readable, machine-machine- readable, or electronically recorded form (and legended as confidential and/or proprietary or words of similar import); ) and information disclosed orally in connection with this Agreement and identified as confidential and/or proprietary (or words of similar import); and programs, policies, practices, procedures, files, records and correspon- dence correspondence concerning the parties’ respective businesses or finances. The terms and conditions of this Section 9.3 8.3 shall survive the termination of this Agreement.

Non-Disclosure of Proprietary Information. Employer and Administrative Agent each acknowledge that in contemplation of entering into this Agreement and as a result of the contractual relationship created hereby, each party has revealed and disclosed, and shall continue to reveal and disclose to the other, information which is proprietary and/or confidential infor- mation of such party (“Confidential Information”). Employer and Administrative Agent agree that each party shall: (a) keep such Confidential Information of the other party in strict confidence; (b) not disclose Confidential Information of the other party to any third parties or to any of its employees not having a legitimate need to know such information; and (c) not use Confidential Information of the other party for any purpose not directly related to and necessary for the performance of its obligations under this Agreement (unless required to do so by a court of competent jurisdiction or a regulatory body having authority to require such disclosure). Information revealed or disclosed by a party for any purpose not directly related to and necessary for the performance of such party’s obligations under this Agreement shall not be considered Confidential Information for purposes hereof: (a) if, when, and to the extent such information is or becomes generally available to the public without the fault or negligence of the party receiving or disclosing the information; or (b) if the unrestricted use of such information by the party receiving or disclosing the information has been expressly authorized in writing and in advance by an authorized representative of the other party. For purposes of this Section, Confidential Information is any information in written, human-readable, machine-readable, or electronically recorded form (and legended as confidential and/or proprietary or words of similar import); ) and information disclosed orally in connection with this Agreement and identified as confidential and/or proprietary (or words of similar import); and programs, policies, practices, procedures, files, records and correspon- dence correspondence concerning the parties’ respective businesses or finances. The terms and conditions of this Section 9.3 8.3 shall survive the termination of this Agreement.

Non-Disclosure of Proprietary Information. A. Employer and Administrative Agent Ameriflex each acknowledge that in contemplation of entering into this Agreement (and as a result of the contractual relationship created hereby), each party has revealed and disclosed, and shall continue to reveal and disclose to the other, information which is proprietary and/or confidential infor- mation information of such party (“Confidential Information”)party. To the extent allowed by law, specifically the Texas Public Information Act, Employer and Administrative Agent Ameriflex agree that each party shall: (a1) keep such Confidential Information proprietary and/or confidential information of the other party in strict confidence; (b2) not disclose Confidential Information confidential information of the other party to any third parties or to any of its employees not having a legitimate need to know such information; and (c3) not use Confidential Information confidential information of the other party for any purpose not directly related to and necessary for the performance of its obligations under this Agreement (unless required to do so by a court of competent jurisdiction or a regulatory body having authority to require such disclosure). . B. Information revealed or disclosed by a party for any purpose not directly related to and necessary for the performance of such party’s obligations under this Agreement shall not be considered Confidential Information confidential information of such party for purposes hereof: (a1) if, when, and to the extent such information is or becomes generally available to the public without the fault or negligence of the party receiving or disclosing the information; or (b2) if the unrestricted use of such information by the party receiving or disclosing the information has been expressly authorized in writing and in advance by an authorized representative of the other party. For purposes of this SectionSection 8.10, Confidential Information confidential information is any information in written, human-readable, machine-readable, or electronically recorded form (and legended marked as confidential and/or proprietary or words of similar import); ) and information disclosed orally verbally in connection with this Agreement and identified as confidential and/or proprietary (or words of similar import); and programs, policies, practices, procedures, files, records records, and correspon- dence correspondence concerning the parties’ respective businesses or finances. The terms and conditions of this Section 9.3 8.10 shall survive the termination of this Agreement.

Non-Disclosure of Proprietary Information. Employer and Administrative Agent each acknowledge that in contemplation of entering into this Agreement and as a result of the contractual relationship created hereby, each party has revealed and disclosed, and shall continue to reveal and disclose to the other, information which is proprietary and/or confidential infor- mation information of such party (“Confidential Information”). Employer and Administrative Agent agree that each party shall: (a) keep such Confidential Information of the other party in strict confidence; (b) not disclose Confidential Information of the other party to any third parties or to any of its employees not having a legitimate need to know such information; and (c) not use Confidential Information of the other party for any purpose not directly related to and necessary for the performance of its obligations under this Agreement (unless required to do so by a court of competent jurisdiction or a regulatory body having authority to require such disclosure). Information revealed or disclosed by a party for any purpose not directly related to and necessary for the performance of such party’s obligations under this Agreement shall not be considered Confidential Information for purposes hereof: (a) if, when, and to the extent such information is or becomes generally available to the public without the fault or negligence of the party receiving or disclosing the information; or (b) if the unrestricted use of such information by the party receiving or disclosing the information has been expressly authorized in writing and in advance by an authorized representative of the other party. For purposes of this Section, Confidential Information is any information in written, human-readable, machine-readable, or electronically recorded form (and legended as confidential and/or proprietary or words of similar import); information disclosed orally in connection with this Agreement and identified as confidential and/or proprietary (or words of similar import); and programs, policies, practices, procedures, files, records and correspon- dence correspondence concerning the parties’ respective businesses or finances. The terms and conditions of this Section 9.3 8.3 shall survive the termination of this Agreement.

Non-Disclosure of Proprietary Information. Employer Except as expressly provided for in this Agreement, each Party (as the "Receiving Party") shall, and Administrative Agent each acknowledge that shall cause its officers, directors, employees, and subcontractors (collectively, "Representatives") to, preserve the confidential nature of and keep in contemplation strictest confidence all Proprietary Information of entering into or acquired from the other Party, its Affiliates or any of their respective Representatives (collectively, the "Disclosing Party") (regardless of the form or medium used to store or communicate such information or whether such information is observed) in connection with the relationship contemplated by this Agreement. Absent the prior written consent of the Disclosing Party, the Receiving Party shall not reproduce or disclose, directly or indirectly, and shall cause its Representatives not to reproduce or disclose, directly or indirectly, any Proprietary Information of the Disclosing Party to any person, including any Affiliate of the Receiving Party, unless such disclosure is necessary to carry out the Receiving Party's responsibilities under this Agreement and as a result of is made under such terms and conditions that the contractual relationship created hereby, each party has revealed and disclosed, and shall continue to reveal and disclose to person receiving the other, information which is proprietary and/or confidential infor- mation of such party (“Confidential Information”). Employer and Administrative Agent agree that each party shall: (a) keep such Confidential Proprietary Information of understands the other party in strict confidence; (b) not disclose Confidential Information of the other party to any third parties or to any of its employees not having a legitimate need to know such information; and (c) not use Confidential Information of the other party for any purpose not directly related to and necessary for the performance of its Receiving Party's obligations under this Agreement (unless required with respect to do so the use and disclosure of Proprietary Information and agrees to be bound by a court of competent jurisdiction or a regulatory body having authority to require such disclosure). Information revealed or disclosed by a party for any purpose not directly related to and necessary for obligations; provided, however, that the performance of such party’s obligations under this Agreement foregoing restrictions shall not be considered Confidential apply to any Proprietary Information for purposes hereof: disclosed to a person by the Receiving Party or its Representative, if the Receiving Party or Representative can demonstrate that such Proprietary Information: (ai) if, when, and to the extent such information is or hereafter becomes generally available to the trade or public without other than by reason of any breach of this Section 7.2.1; (ii) was already known to the fault Receiving Party or negligence Representative as shown by written records; (iii) was developed independently from information received in connection with the transactions contemplated herein; or (iv) is disclosed to the Receiving Party or Representative by a third party who has the right to disclose such information. Upon request, each Party shall either promptly return to a Disclosing Party all documents and materials, and all copies thereof, containing any Proprietary Information of the party receiving disclosing Party, or disclosing shall destroy all such items, as the information; or (b) if Disclosing Party may direct, except as may be reasonably necessary for the unrestricted use Party in possession of such documents or materials to preserve its business records, provided that reasonable measures are implemented to preserve the confidentiality of such records. To the extent that either Party makes a request for the other Party to return or destroy any information by the party receiving or disclosing the information has been expressly authorized in writing and in advance by documentation pursuant to this Agreement, upon such request, an officer or authorized representative of the other party. For purposes of this Section, Confidential Information is any Party shall certify to the requesting Party that all applicable information in written, human-readable, machine-readable, and documentation has been destroyed or electronically recorded form (and legended as confidential and/or proprietary or words of similar import); information disclosed orally in connection with this Agreement and identified as confidential and/or proprietary (or words of similar import); and programs, policies, practices, procedures, files, records and correspon- dence concerning the parties’ respective businesses or finances. The terms and conditions of this Section 9.3 shall survive the termination of this Agreementreturned.

Non-Disclosure of Proprietary Information. A. Employer and Administrative Agent AmeriFlex each acknowledge that in contemplation of entering into this Agreement (and as a result of the contractual relationship created hereby), each party has revealed and disclosed, and shall continue to reveal and disclose to the other, information which is proprietary and/or confidential infor- mation information of such party (“Confidential Information”)party. To the extent allowed by law and in accordance with the Texas Public Information Act, Employer and Administrative Agent AmeriFlex agree that each party shall: (a1) keep such Confidential Information proprietary and/or confidential information of the other party in strict confidence; (b2) not disclose Confidential Information confidential information of the other party to any third parties or to any of its employees not having a legitimate need to know such information; and (c3) shall not use Confidential Information confidential information of the other party for any purpose not directly related to and necessary for the performance of its obligations under this Agreement (unless required to do so by a court of competent jurisdiction or a regulatory body having authority to require such disclosure). . B. Information revealed or disclosed by a party for any purpose not directly related to and necessary for the performance of such party’s obligations under this Agreement shall not be considered Confidential Information confidential information for purposes hereof: (a1) if, when, and to the extent such information is or becomes generally available to the public without the fault or negligence of the party receiving or disclosing the information; or (b2) if the unrestricted use of such information by the party receiving or disclosing the information has been expressly authorized in writing and in advance by an authorized representative of the other party. For purposes of this SectionSection 8.10, Confidential Information confidential information is any information in written, human-readable, machine-readable, or electronically recorded form (and legended marked as confidential and/or proprietary or words of similar import); ) and information disclosed orally in connection with this Agreement and identified as confidential and/or proprietary (or words of similar import); and programs, policies, practices, procedures, files, records records, and correspon- dence correspondence concerning the parties’ respective businesses or finances. The terms and conditions of this Section 9.3 8.10 shall survive the termination of this Agreement.