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.