Common use of Nondisclosure and Nonuse Clause in Contracts

Nondisclosure and Nonuse. Employee agrees that, except as may be required to be disclosed to a third party in the discharge of Employee's duties under this or other Agreements with Employer, he/she shall regard and preserve as confidential all information pertaining to the business of Employer, its customers, and others that has been obtained by him/her during the course of his/her employment. During any period of employment by or other affiliation with Employer, Employee shall not, directly or indirectly, use for Employee's own benefit or for the benefit of any third party or disclose to any others any of such information without written authority from the President of Employer. Employee shall not directly or indirectly knowingly acquire or attempt to acquire an interest in any business entity relating to any line of business in which Employer engages or intends to engage and, to Employee's knowledge, with which Employer has within the previous twelve months entertained discussions or which has within the previous twelve months requested and received information relating to the acquisition of such business by Employer. The obligations set forth in the preceding sentences of this Subsection shall not apply to any information which is or comes into the public domain through no wrongful act or omission of Employee. This Subsection shall not be construed as restricting Employee from disclosing any information (whether proprietary and confidential to Employer or not) to employees of Employer or others engaged by Employer who reasonably require access to such information in order to discharge their duties to Employer. Notwithstanding the other provisions of this Subsection, if Employee obtains any information subject to statutory, regulatory, or judicial restraints on disclosure, including but not limited to federal and state securities laws and regulations, or any information which he is directed to disclose by law, regulation, government administrative action, or judicial order, he shall observe said restraints and directives.

Nondisclosure and Nonuse. Employee agrees thatSeller shall cause each Affiliate providing Seller Services to hold, except as may be required and cause its directors, officers, employees, agents, consultants and advisors to be disclosed keep confidential, unless compelled to a third party disclose by judicial or administrative process or, in the discharge opinion of Employee's duties under this or its counsel, by other Agreements with Employerrequirements of law, he/she shall regard and preserve as all confidential all information pertaining to the business of Employerhuman resource, its customersfinancial, tax, and others that has been other data or information of or concerning the Buyers obtained by him/her during or created pursuant to this Agreement (the course of his/her employment. During any period of employment by “Buyer Information”) or other affiliation with Employer, Employee shall not, directly or indirectly, use for Employee's own benefit or for the benefit of any third party or disclose to any others any of such information without written authority from the President of Employer. Employee shall not directly or indirectly knowingly acquire or attempt to acquire an interest in any business entity relating to any line of business in which Employer engages or intends to engage and, to Employee's knowledge, with which Employer has within the previous twelve months entertained discussions or which has within the previous twelve months requested and received information otherwise relating to the acquisition Seller Services provided hereunder (except to the extent that this Agreement, the Purchase Agreement or any other ancillary agreement permits or requires the use or disclosure of such business by Employer. The obligations set forth Buyer Information or to the extent such Buyer Information can be shown to have been (i) in the preceding sentences of this Subsection shall not apply to any information which is or comes into the public domain through no wrongful act fault of the Seller or omission its Affiliates, (ii) lawfully acquired after the date of Employee. This Subsection this Agreement on a nonconfidential basis from a third party, or (iii) independently generated without any reference to any proprietary or confidential information of the Buyers), and Seller and its Affiliates shall not be construed as restricting Employee from disclosing any information (whether proprietary and confidential to Employer or notx) to employees of Employer or others engaged by Employer who reasonably require access to use such information Buyer Information, except in order to discharge their duties to Employer. Notwithstanding connection with the other provisions performance of this Subsection, if Employee obtains any information subject to statutory, regulatoryAgreement, or judicial restraints on disclosure(y) disclose such Buyer Information to any other person or entity, including but except its employees, directors, officers and agents who need to know such Buyer Information and who shall be advised of the obligations contained in this Section 5(a) and be bound by them. Seller and its Affiliates shall be deemed to have satisfied its obligation to hold confidential any Buyer Information if it exercises the same care as it takes to preserve confidentiality for its own similar information. Within thirty (30) days of the termination of this Agreement, Buyers will notify Seller if Buyers desire that any records representing the Buyer Information in Seller’s possession be given to Buyers. If Seller does not limited to federal and state securities laws and regulationsreceive such notification within thirty (30) days of the termination of this Agreement, or any information which he is directed to disclose by law, regulation, government administrative action, or judicial order, he shall observe said restraints and directivesSellers will destroy all records representing Buyer Information in its possession.

Nondisclosure and Nonuse. Employee agrees that, except as may be required to be disclosed to a third party in the discharge of Employee's duties under this or other Agreements with EmployerEmployer or as required by law or appropriate regulatory bodies, he/she he shall regard and preserve as confidential all information pertaining to the business of Employer or Employer's parent corporation, XXXx.xxx, Inc, its customers, and others that has been obtained by him/her him during the course of his/her his employment. During any period of employment by or other affiliation with Employer, Employee shall not, directly or indirectly, use for Employee's own benefit or for the benefit of any third party or disclose to any others any of such information without written authority from the President of Employer. Employer and its continued success depend upon the use and protection of a large body of confidential and other proprietary information. Under this Agreement Employee shall will hold a position of trust and confidence by virtue of which Employee will necessarily possess and have access to highly valuable, confidential, and proprietary information of Employer not directly or indirectly knowingly acquire or attempt known to acquire an the public in general. It would be improper for Employee to make use of this information for the benefit of himself and others. Employer has a protectable interest in all such information, and all memoranda, notes, plans, records, reports, and other documents (including copies thereof), on any business entity relating to any line medium of business in which Employer engages or intends to engage and, to Employee's knowledge, with which Employer has within recording containing such information are and will remain the previous twelve months entertained discussions or which has within the previous twelve months requested and received information relating to the acquisition property of such business by Employer. The obligations set forth in None of the preceding sentences provisions of this Subsection section shall not apply to any information to (i) Information which is or comes into becomes generally available to the public domain through no wrongful act (other than as a result of a disclosure by Employee or omission Employee's representatives, employees, agents or affiliates), (ii) Information which Employee can show was available to Employee on a non-confidential basis prior to the disclosure by Employer to Employee from a source other than the Employer or one of Employeeits representatives which is entitled to disclose it, or (iii) Information which Employee can show became available to Employee on a non-confidential basis from a source other than the Employer or its representatives, provided that such source is not, nor should be known by Employee to be bound by a confidentiality agreement with the Employer or otherwise prohibited from transmitting the information to Employee by a /s/[Initial] /s/ [Initial] Exhibit 10.8 - Pg. 5 contractual, fiduciary or other legal obligation. This Subsection shall not be construed as restricting Employee from disclosing any information (whether proprietary and confidential to Employer or not) to employees of Employer or others engaged by Employer who reasonably require access to such information in order to discharge their duties to Employer. Notwithstanding the other provisions of this Subsection, if Employee obtains any information subject to statutory, regulatory, or judicial restraints on disclosure, including but not limited to federal and state securities laws and regulations, or any information which he is directed to disclose by law, regulation, government administrative action, or judicial order, he shall observe said restraints and directives.

Nondisclosure and Nonuse. Employee agrees that, except as may be required to be disclosed to a third party in the discharge of Employee's duties under this or other Agreements with EmployerEmployer or as required by law or appropriate regulatory bodies, he/she he shall regard and preserve as confidential all information pertaining to the business of Employer, its customers, and others that has been obtained by him/her him during the course of his/her his employment. During any period of employment by or other affiliation with Employer, Employee shall not, directly or indirectly, use for Employee's own benefit or for the benefit of any third party or disclose to any others any of such information without written authority from the President of Employer. Employer and its continued success depend upon the use and protection of a large body of confidential and other proprietary information. Under this Agreement Employee will hold a position of trust and confidence by virtue of which Employee will necessarily possess and have access to highly valuable, confidential, and proprietary information of Employer not known to the public in general. It would be improper for Employee to make use of this information for the benefit of himself and others. Employer has a protectable interest in all such information, and all memoranda, notes, plans, records, reports, and other documents (including copies thereof), on any medium of recording containing such information are and will remain the property of Employer. . None of the provisions of this section shall apply to (i) Information which is or becomes generally available to the public (other than as a result of a disclosure by Employee or Employee's representatives, employees, agents or affiliates), (ii) Information which Employee can show was available to Employee on a non-confidential basis prior to the disclosure by Employer to Employee from a source other than the Employer or one of its representatives which is entitled to disclose it, or (iii) Information which Employee can show became available to Employee on a non-confidential basis from a source other than the Employer or its representatives, provided that such source is not, nor should be known by Employee to be bound by a confidentiality agreement with the Employer or otherwise prohibited from transmitting the information to Employee by a contractual, fiduciary or other legal obligation. Notwithstanding the above, Employer acknowledges that Employee may draft agreements from time to time, and that these agreements contain information, wording and know how accumulated both prior to and during his term of employment with Employer. Consequently, Employee will have the right to utilize, subsequent to his employment with Employee, forms of agreements drafted during his Employment, but will not use or reveal deal points specific to agreements negotiated on behalf of Employee. In addition, as described above, Employee shall not directly or indirectly knowingly acquire or attempt have the right to acquire an interest in any business entity relating to any line use the names and contact information of business in which Employer engages or intends to engage andpeople met during employment at Employer, to Employee's knowledge, with which Employer has within the previous twelve months entertained discussions or which has within the previous twelve months requested and received information relating subject to the acquisition limitations of such business by Employer. The Sections 6A, 6B and 6C.The obligations set forth in the preceding sentences of this Subsection shall not apply to any information which is or comes into the public domain through no wrongful act or omission of Employee. This Subsection shall not be construed as restricting Employee from disclosing any information (whether proprietary and confidential to Employer or not) to employees of Employer or others engaged by Employer who reasonably require access to such information in order to discharge their duties to Employer. Notwithstanding the other provisions of this Subsection, if Employee obtains any information subject to statutory, regulatory, or judicial restraints on disclosure, including but not limited to federal and state securities laws and regulations, or any information which he is directed to disclose by law, regulation, government administrative action, or judicial order, he shall observe said restraints and directives.

Nondisclosure and Nonuse. Employee agrees that, except as may be required to be disclosed to a third party in the discharge of Employee's duties under this or other Agreements with EmployerEmployer or as required by law or appropriate regulatory bodies, he/she he shall regard and preserve as confidential all information pertaining to the business of Employer or Employer's parent corporation, XXXx.xxx, Inc, its customers, and others that has been obtained by him/her him during the course of his/her his employment. During any period of employment by or other affiliation with Employer, Employee shall not, directly or indirectly, use for Employee's own benefit or for the benefit of any third party or disclose to any others any of such information without written authority from the President of Employer. Employer and its continued success depend upon the use and protection of a large body of confidential and other proprietary information. Under this Agreement Employee shall will hold a position of trust and confidence by virtue of which Employee will necessarily possess and have access to highly valuable, confidential, and proprietary information of Employer not directly or indirectly knowingly acquire or attempt known to acquire an the public in general. It would be improper for Employee to make use of this information for the benefit of himself and others. Employer has a protectable interest in all such information, and all memoranda, notes, plans, records, reports, and other documents (including copies thereof), on any business entity relating to any line medium of business in which Employer engages or intends to engage and, to Employee's knowledge, with which Employer has within recording containing such information are and will remain the previous twelve months entertained discussions or which has within the previous twelve months requested and received information relating to the acquisition property of such business by Employer. The obligations set forth in None of the preceding sentences provisions of this Subsection section shall not apply to any information to (i) Information which is or comes into becomes generally available to the public domain through no wrongful act (other than as a result of a disclosure by Employee or omission Employee's representatives, employees, agents or affiliates), (ii) Information which Employee can show was available to Employee on a non-confidential basis prior to the disclosure by Employer to Employee from a source other than the Employer or one of Employeeits representatives which is entitled to disclose it, or (iii) Information which Employee can show became available to Employee on a non-confidential basis from a source other than the Employer or its representatives, provided that such source is not, nor should be known by Employee to be bound by a confidentiality agreement with the Employer or otherwise prohibited from transmitting the information to Employee by a contractual, fiduciary or other legal obligation. /s/ KC Exhibit 10.9 - Pg. 5 This Subsection shall not be construed as restricting Employee from disclosing any information (whether proprietary and confidential to Employer or not) to employees of Employer or others engaged by Employer who reasonably require access to such information in order to discharge their duties to Employer. Notwithstanding the other provisions of this Subsection, if Employee obtains any information subject to statutory, regulatory, or judicial restraints on disclosure, including but not limited to federal and state securities laws and regulations, or any information which he is directed to disclose by law, regulation, government administrative action, or judicial order, he shall observe said restraints and directives.

Nondisclosure and Nonuse. Employee agrees that, except as may be required to be disclosed to a third party in the discharge of Employee's duties under this or other Agreements with EmployerEmployer or as required by law or appropriate regulatory bodies, he/she he shall regard and preserve as confidential all information pertaining to the business of Employer, its customers, and others that has been obtained by him/her him during the course of his/her his employment. During any period of employment by or other affiliation with Employer, Employee shall not, directly or indirectly, use for Employee's own benefit or for the benefit of any third party or disclose to any others any of such information without written authority from the President of Employer. Employer and its continued success depend upon the use and protection of a large body of confidential and other proprietary information. Under this Agreement Employee shall will hold a position of trust and confidence by virtue of which Employee will necessarily possess and have access to highly valuable, confidential, and proprietary information of Employer not directly or indirectly knowingly acquire or attempt known to acquire an the public in general. It would be improper for Employee to make use of this information for the benefit of himself and others. Employer has a protectable interest in all such information, and all memoranda, notes, plans, records, reports, and other documents (including copies thereof), on any business entity relating to any line medium of business in which Employer engages or intends to engage and, to Employee's knowledge, with which Employer has within recording containing such information are and will remain the previous twelve months entertained discussions or which has within the previous twelve months requested and received information relating to the acquisition property of such business by Employer. The obligations set forth in None of the preceding sentences provisions of this Subsection section shall not apply to any information to (i) Information which is or comes into becomes generally available to the public domain through no wrongful act (other than as a result of a disclosure by Employee or omission Employee's representatives, employees, agents or affiliates), (ii) Information which Employee can show was available to Employee on a non-confidential basis prior to the disclosure by Employer to Employee from a source other than the Employer or one of Employeeits representatives which is entitled to disclose it, or (iii) Information which Employee can show became available to Employee on a non-confidential basis from a source other than the Employer or its representatives, provided that such source is not, nor should be known by Employee to be bound by a confidentiality agreement with the Employer or otherwise prohibited from transmitting the information to Employee by a contractual, fiduciary or other legal obligation. This Subsection shall not be construed as restricting Employee from disclosing any information (whether proprietary and confidential to Employer or not) to employees of Employer or others engaged by Employer who reasonably require access to such information in order to discharge their duties to Employer. Notwithstanding the other provisions of this Subsection, if Employee obtains any information subject to statutory, regulatory, or judicial restraints on disclosure, including but not limited to federal and state securities laws and regulations, or any information which he is directed to disclose by law, regulation, government administrative action, or judicial order, he shall observe said restraints and directives.