Common use of Nondisclosure Covenant Clause in Contracts

Nondisclosure Covenant. The parties acknowledge that Employer and its affiliates are enterprises whose success is attributable largely to the ownership, use and development of certain valuable confidential and proprietary information (the “Proprietary Information”), and that Employee’s employment with Employer will involve access to and work with such information. Employee acknowledges that his relationship with Employer is a confidential relationship, and agrees that (i) he shall keep and maintain the Proprietary Information in strictest confidence, and (ii) he shall not, either directly or indirectly, use any Proprietary Information for his own benefit, or divulge, disclose or communicate any Proprietary Information in any manner whatsoever to any person or Entity other than to employees or agents of Employer having a need to know such Proprietary Information to perform their responsibilities on behalf of Employer, and to other persons or Entities in the normal course of Employer’s business. This nondisclosure obligation shall apply to all Proprietary Information, whether or not Employee participated in the development thereof. Upon termination of his employment with Employer for any reason, Employee will return to Employer all Proprietary Information in any medium and all other documents, data, materials or property of Employer (including any copies thereof) in his possession. For purposes of this Agreement, the term “Proprietary Information” shall include any and all proprietary information related to the business of Employer and its affiliates and stockholders, or to any of their products, services, sales or operations, which is not generally known to the public, specifically including (but without limitation): trade secrets, processes, formulae, compounds and properties thereof, data, files, research results, computer programs and related source codes and object codes, improvements, inventions, techniques, marketing plans, strategies, forecasts, copyrightable material, suppliers, methods and manner of operations; information relating to the identity, needs and location of all past, present and prospective customers; and information with respect to the internal affairs of Employer and its affiliates. Such Proprietary Information may or may not contain legends or other written notice that it is of a confidential or proprietary nature. The parties stipulate that, as between them, the above-described matters are important and confidential and gravely affect the successful conduct of the business of Employer and its affiliates and that any breach of the terms of this Section 5(b) shall be a material breach of this Agreement.

Nondisclosure Covenant. The parties acknowledge Employee recognizes that Employer by virtue of Employee’s employment with the Company, Employee will be granted otherwise prohibited access to trade secrets and its affiliates are enterprises whose success is attributable largely to the ownership, use and development of certain valuable other confidential and proprietary information that is not known to its competitors or within the industry generally, that was developed by the Company over a long period of time and/or at substantial expense, and which is confidential in nature or otherwise of great competitive value to the Company. This information (the “Confidential and Proprietary Information”)) includes, and that Employee’s employment with Employer will involve access to and work with such information. Employee acknowledges that his relationship with Employer but is a confidential relationship, and agrees that (i) he shall keep and maintain the Proprietary Information in strictest confidence, and (ii) he shall not, either directly or indirectly, use any Proprietary Information for his own benefit, or divulge, disclose or communicate any Proprietary Information in any manner whatsoever to any person or Entity other than to employees or agents of Employer having a need to know such Proprietary Information to perform their responsibilities on behalf of Employer, and to other persons or Entities in the normal course of Employer’s business. This nondisclosure obligation shall apply to all Proprietary Information, whether or not Employee participated in the development thereof. Upon termination of his employment with Employer for any reason, Employee will return to Employer all Proprietary Information in any medium and all other documents, data, materials or property of Employer (including any copies thereof) in his possession. For purposes of this Agreementlimited to, the term “Proprietary Information” shall include any and all proprietary information related to the business of Employer and its affiliates and stockholders, or to any of their products, services, sales or operations, which is not generally known to the public, specifically including (but without limitation): Company’s trade secrets, processes, formulae, compounds and properties thereof, data, files, research results, computer programs and related source codes and object codes, improvements, inventions, techniques, marketing plans, strategies, forecasts, copyrightable material, suppliers, methods and manner of operations; information relating to the identityCompany’s production practices and methods of doing business; sales, needs marketing, and location of all pastservice strategies, present programs, and procedures; contract expiration dates, customers and prospective customers, including, but not limited to, their particularized requirements and preferences, and the identity, authority, and responsibilities of their key contact persons; payment methods; service and product costs; pricing structures and incentive plans; vendors; financial position and business plans; computer programs and databases; research projects; new product and service developments; and any other information with respect of the Company or any of its vendors or customers that the Company informs Employee, or which Employee should know by virtue of Employee’s position or the circumstances in which Employee learned it, is to the internal affairs of Employer be kept confidential. Confidential and its affiliates. Such Proprietary Information may or may does not contain legends or other written notice include information that it is (i) in the public domain (except as a result of a confidential or proprietary nature. The parties stipulate that, as between them, the above-described matters are important and confidential and gravely affect the successful conduct of the business of Employer and its affiliates and that any breach of the terms of this Section 5(b) shall be a material breach of this AgreementAgreement or Employee’s obligations under a statutory or common law obligation) or (ii) obtained by Employee from a third party subsequent to the termination of Employee’s employment with the Company (except where the third party obtains the information in violation of a contractual obligation, a statutory or common law obligation). Employee agrees that during the Employment Period and at all times thereafter (a) Employee will not disclose, use or permit others to use any Confidential and Proprietary Information, or otherwise make use of any of it for Employee’s own purposes or the purposes of another, except as required in the course of Employee’s employment for the benefit of the Company or as required by law, and (b) Employee will take all reasonable measures, in accordance with the Company’s policies, procedures, and instructions, to protect the Confidential and Proprietary Information from any accidental or unauthorized disclosure or use.

Nondisclosure Covenant. The parties acknowledge that Employer and its affiliates are enterprises whose success is attributable largely to the ownership, use and development of certain valuable confidential and proprietary information (the “"Proprietary Information”"), and that Employee’s 's employment with Employer will involve access to and work with such information. Employee acknowledges that his relationship with Employer is a confidential relationship, and agrees that (i) he shall keep and maintain the Proprietary Information in strictest confidence, and (ii) he shall not, either directly or indirectly, use any Proprietary Information for his own benefit, or divulge, disclose or communicate any Proprietary Information in any manner whatsoever to any person or Entity other than to employees or agents of Employer having a need to know such Proprietary Information to perform their responsibilities on behalf of Employer, and to other persons or Entities in the normal course of Employer’s 's business. This nondisclosure obligation shall apply to all Proprietary Information, whether or not Employee participated in the development thereof. Upon termination of his employment with Employer for any reason, Employee will return to Employer all Proprietary Information in any medium and all other documents, data, materials or property of Employer (including any copies thereofthereof regardless of the medium in which the copies exist) in his possession. For purposes of this Agreement, the term “"Proprietary Information” " shall include any and all proprietary information related to the business of Employer and its affiliates and stockholdersshareholders, or to any of their products, services, sales or operations, which is not generally known to the public, specifically including (but without limitation): trade secrets, processes, formulae, compounds and properties thereof, data, files, research results, computer programs and related source codes and object codesprograms, improvements, inventions, techniques, marketing plans, pricing formula, strategies, forecasts, copyrightable material, suppliers, methods and manner of operations; information relating to the identity, needs and location of all past, present and prospective customerscustomers and distributors; and information with respect to the internal affairs of Employer and its affiliatesaffiliates including (but without limitation) results of operations, contents of financial statements and corporate records. Such Proprietary Information may or may not contain legends or other written notice that it is of a confidential or proprietary nature. The parties stipulate that, as between them, the above-described matters are important and confidential and gravely affect the successful conduct of the business of Employer and its affiliates and that any breach of the terms of this Section 5(b) shall be a material breach of this Agreement.

Nondisclosure Covenant. The parties acknowledge that Employer and its affiliates are enterprises whose the success of which is attributable largely to the ownership, use and development of certain valuable confidential and proprietary information (the “Proprietary Information”), ) and that Employee’s employment with Employer will involve access to and work with such informationProprietary Information. Employee acknowledges that his relationship with Employer is a confidential relationship, relationship and agrees that he shall: (i) he shall keep and maintain the all Proprietary Information in strictest confidence, and ; (ii) he shall not, either directly or indirectly, use any Proprietary Information for his own benefit; and (iii) not, either directly or indirectly, divulge, disclose or communicate any Proprietary Information in any manner whatsoever to any person or Entity Entity, other than to employees or agents of Employer having a need to know such Proprietary Information to perform their responsibilities on behalf of Employer, and Employer or to other persons or Entities in the normal course of Employer’s business. This nondisclosure obligation shall apply to all Proprietary Information, whether or not Employee participated in the development thereof. Upon termination of his employment with Employer for any reason, Employee will return to Employer all Proprietary Information in any medium and all other documents, data, materials or property of Employer (including any copies thereof) in his possession. For purposes of this Agreement, the term “Proprietary Information” shall include any and all proprietary information related to the business of Employer and Employer, any of its affiliates and stockholdersor any third party whose information Employee had access to by virtue of his employment with Employer, or to any of their respective products, services, sales or operations, which that is not generally known to the public, specifically including (including, but without limitation): : trade secrets, ; processes, ; formulae, ; compounds and properties thereof, ; data, ; files, ; research results, ; computer programs and or related source codes and or object codes; improvements; inventions; techniques; business, improvementsoperating, inventionsmarketing, techniques, marketing partnering or merger and acquisition plans, ; strategies, ; forecasts, ; copyrightable material, ; suppliers, ; vendors; methods and manner of operations; information relating to the identity, needs and location of all past, present and prospective customers; and information with respect to the internal affairs of Employer and its affiliates. Such Proprietary Information may or may not contain legends or other written notice that it is of a confidential or proprietary nature. The parties stipulate that, as between them, the above-described matters are important and confidential and gravely affect the successful conduct of the business of Employer and its affiliates and that any breach of the terms of this Section 5(b) shall be a material breach of this Agreement.

Nondisclosure Covenant. The parties acknowledge a) Employee hereby agrees and acknowledges that all information pertaining to the prior, current or contemplated conduct and details of Employer, and Henkel ("Confidential Information"), whether generated by Employee or otherwise, and whether generated during regular working hours or otherwise, is the sole property and a valuable and confidential asset of Employer and its affiliates are enterprises whose success is attributable largely Henkel. Confidential Information shall include, without limitation, information related to the ownershiptrade secrets, use supplier lists, customer lists and needs, identities of customer representatives, contracts, machinery, equipment, computer software, design techniques, credit sources and information, technical know-how, research and development activities and data, inventions, discoveries, distribution, packaging, advertising and selling methods, administrative procedures, private processes, techniques and formulae, as well as other aspects of certain valuable confidential the affairs and proprietary information (the “Proprietary Information”), business operations of Employer and that Employee’s employment with Employer will involve access Henkel as they may exist from time to and work with such informationtime. Employee acknowledges that his relationship with Employer is a confidential relationship, and agrees that Confidential Information shall not include (i) he shall keep information and maintain the Proprietary Information in strictest confidenceknowledge that Employee possessed independently of or prior to his employment or association with Employer, and Henkel and (ii) publicly available information in substantially the form in which it is publicly available unless such information is publicly available by reason of unauthorized disclosure or (iii) information of a general nature not pertaining exclusively to Employer and Henkel which could generally be acquired in similar employment with another company. Employee hereby covenants and agrees that during the term of this Agreement and thereafter, whether terminated by Employee or by Employer or Henkel, he shall not, either directly keep confidential Information inviolate and confidential and shall not reveal it to any competitor or indirectly, use any Proprietary Information other person or apply it for his own benefit, purpose or divulge, disclose that of a third party of otherwise publicize or communicate any Proprietary use Confidential Information in any manner whatsoever to any person or Entity other than to employees or agents without the prior written consent of Employer having a need and Henkel. b) Upon any termination of this Agreement or upon demand of Employer or Henkel, Employee shall deliver or cause to know such Proprietary Information be delivered to perform their responsibilities on behalf Employer or Henkel all records, papers, notebooks, memoranda, letters and other repositories of Employer, and to other persons or Entities in the normal course of Employer’s business. This nondisclosure obligation shall apply to all Proprietary Confidential Information, whether prepared by him or not Employee participated others, including all copies thereof, then in the development thereof. Upon termination of his employment with Employer for any reasonpossession or control, Employee will return to Employer all Proprietary Information in any medium and all other documents, data, materials or property of Employer (including without retaining any copies thereof) in his possession. For purposes During the term of this Agreement, the term “Proprietary Information” employee shall include keep such records, papers, notebooks, memoranda, letters and other repositories of Confidential Information in such a manner so as to deny any and unauthorized persons all proprietary information related to the business of Employer and its affiliates and stockholders, or to any of their products, services, sales or operations, which is not generally known to the public, specifically including (but without limitation): trade secrets, processes, formulae, compounds and properties thereof, data, files, research results, computer programs and related source codes and object codes, improvements, inventions, techniques, marketing plans, strategies, forecasts, copyrightable material, suppliers, methods and manner of operations; information relating to the identity, needs and location of all past, present and prospective customers; and information with respect to the internal affairs of Employer and its affiliates. Such Proprietary Information may or may not contain legends or other written notice that it is of a confidential or proprietary nature. The parties stipulate that, as between them, the above-described matters are important and confidential and gravely affect the successful conduct of the business of Employer and its affiliates and that any breach of the terms of this Section 5(b) shall be a material breach of this Agreementaccess thereto.

Nondisclosure Covenant. A. The parties acknowledge that Employee shall not at any time reveal to any person or entity any Proprietary Information (as defined below) or information belonging to any third party which the Employer and its affiliates are enterprises whose success is attributable largely under an obligation to the ownership, use and development of certain valuable confidential and proprietary information (the “Proprietary Information”)keep confidential, and that Employee’s employment with Employer will involve access to and work with such information. Employee acknowledges that his relationship with Employer is a confidential relationship, and agrees that (i) he shall keep and maintain the secret all Proprietary Information in strictest confidence, which is possessed by or may be entrusted to him and (ii) he shall not, either directly not use or indirectly, attempt to use any Proprietary Information (or such information belonging to a third party) for his own benefit, or divulgefor the benefit of any third party or in any manner which may injure or cause loss or may be calculated to injure or cause loss (whether directly or indirectly) to the Employer. The Employee shall take or omit to take such actions as the Employer may reasonably request to preserve all Proprietary Information as the sole and exclusive property of the Employer. B. Anything to the contrary herein notwithstanding, disclose or communicate the Employee shall not at any time publish any Proprietary Information or any information derived therefrom, without the prior express written permission of the Employer. C. Upon request of the Employer, the Employee shall immediately deliver to the Employer all notes, memoranda, drawings, specifications, programs, data or other materials in any manner whatsoever to any person or Entity other than to employees or agents of Employer having a need to know such his possession constituting Proprietary Information to perform their responsibilities on behalf of Employer, and to other persons or Entities in the normal course of Employer’s business. This nondisclosure obligation shall apply to all Proprietary Information, whether or not Employee participated in the development thereof. Upon termination of his employment with Employer for any reason, Employee will return to Employer all Proprietary Information in any medium and all other documents, data, materials or property copies of Employer (including any copies thereof) in his possession. For purposes of this Agreementthe foregoing. D. As used herein, the term “Proprietary Information” shall mean all client and customer lists, pricing information and trade secrets owned or used by the Employer, or which otherwise constitute assets of the Employer or relate to the Employer’s business; and any other data, information, documents or forms pertaining to the financial condition, business affairs or prospects of the Employer, including, without limitation, any such information relative to customers or suppliers, samples, sketches, bulletins, memoranda, correspondence, forms and records (including financial statements), information concerning sources of supply, costs of manufacture and sale and specifications of equipment; whether or not any of the foregoing is published or unpublished, protected or susceptible to protection under patent, trademark, copyright or similar laws and whether or not any party has elected to secure or attempted to secure such protection. Notwithstanding the foregoing, the term “Proprietary Information” shall not include any and all proprietary of the foregoing information related or materials to the business of Employer and its affiliates and stockholders, or to any of their products, services, sales or operations, which is not extent (i) generally known to the public, specifically including (but without limitation): trade secrets, processes, formulae, compounds and properties thereof, data, files, research results, computer programs and related source codes and object codes, improvements, inventions, techniques, marketing plans, strategies, forecasts, copyrightable material, suppliers, methods and manner of operations; information relating to the identity, needs and location of all past, present and prospective customers; and information with respect to the internal affairs of Employer and its affiliates. Such Proprietary Information may or may not contain legends or other written notice that it is of a confidential or proprietary nature. The parties stipulate that, as between them, the above-described matters are important and confidential and gravely affect the successful conduct public through no wrongful act of the business Employee or (ii) lawfully received by the Employee from a third party without restriction on disclosure and without a breach by the third party of Employer and its affiliates and that any breach obligation of the terms of this Section 5(b) shall be a material breach of this Agreementconfidentiality.

Nondisclosure Covenant. The parties acknowledge that Employer and its affiliates are enterprises whose the success of which is attributable largely to the ownership, use and development of certain valuable confidential and proprietary information (the “Proprietary Information”), ) and that Employee’s employment with Employer will involve access to and work with such informationProprietary Information. Employee acknowledges that his her relationship with Employer is a confidential relationship, relationship and agrees that she shall: (i) he shall keep and maintain the all Proprietary Information in strictest confidence, and ; (ii) he shall not, either directly or indirectly, use any Proprietary Information for his her own benefit; and (iii) not, either directly or indirectly, divulge, disclose or communicate any Proprietary Information in any manner whatsoever to any person or Entity Entity, other than to employees or agents of Employer having a need to know such Proprietary Information to perform their responsibilities on behalf of Employer, and Employer or to other persons or Entities in the normal course of Employer’s business. This nondisclosure obligation shall apply to all Proprietary Information, whether or not Employee participated in the development thereof. Upon termination of his her employment with Employer for any reason, Employee will return to Employer all Proprietary Information in any medium and all other documents, data, materials or property of Employer (including any copies thereof) in his her possession. For purposes of this Agreement, the term “Proprietary Information” shall include any and all proprietary information related to the business of Employer and Employer, any of its affiliates and stockholdersor any third party whose information Employee had access to by virtue of her employment with Employer, or to any of their respective products, services, sales or operations, which that is not generally known to the public, specifically including (including, but without limitation): : trade secrets, ; processes, ; formulae, ; compounds and properties thereof, ; data, ; files, ; research results, ; computer programs and or related source codes and or object codes; improvements; inventions; techniques; business, improvementsoperating, inventionsmarketing, techniques, marketing partnering or merger and acquisition plans, ; strategies, ; forecasts, ; copyrightable material, ; suppliers, ; vendors; methods and manner of operations; information relating to the identity, needs and location of all past, present and prospective customers; and information with respect to the internal affairs of Employer and its affiliates. Such Proprietary Information may or may not contain legends or other written notice that it is of a confidential or proprietary nature. The parties stipulate that, as between them, the above-described matters are important and confidential and gravely affect the successful conduct of the business of Employer and its affiliates and that any breach of the terms of this Section 5(b) shall be a material breach of this Agreement.

Nondisclosure Covenant. The parties acknowledge that Employer and its affiliates are enterprises whose Employer’s success is attributable largely to the ownership, use and development of certain valuable confidential and proprietary information (the “Proprietary Information”), and that EmployeeExecutive’s employment with Employer will involve access to and work with such information. Employee Executive acknowledges that his relationship with Employer is a confidential relationship, and agrees that (i) he shall keep and maintain the Proprietary Information in strictest confidence, and (ii) he shall not, either directly or indirectly, use any Proprietary Information for his own benefit, or divulge, disclose or communicate any Proprietary Information in any manner whatsoever to any person or Entity entity other than to employees executives or agents of Employer having a need to know such Proprietary Information to perform their responsibilities on behalf of Employer, and to other persons or Entities entities in the normal course of Employer’s business. This nondisclosure obligation shall apply to all Proprietary Information, whether or not Employee Executive participated in the development thereof. Upon termination of his employment with Employer for any reason, Employee Executive will return to Employer all Proprietary Information in any medium and all other documents, data, materials or property of Employer (including any copies thereof) in his possession. For purposes of this Agreement, the term “Proprietary Information” shall include any and all proprietary information related to the business of Employer and its affiliates and stockholdersEmployer, or to including any of their its services, products, servicessales, sales operations or operationsrelationships, which is are not generally known to the public, specifically including (but without limitation): trade secrets, processes, formulae, compounds and properties thereof, data, files, research results, computer programs and related source codes and object codes, improvements, inventions, techniques) pricing, marketing plans, development plans, strategies, forecasts, copyrightable material, suppliers, methods and manner of operations; information relating to the identity, needs and location of all past, present and prospective customers; and information with respect to the internal affairs of Employer and its affiliates. Such Proprietary Information may or may not contain legends or other written notice that it is of a confidential or proprietary natureEmployer. The parties stipulate that, as between them, the above-described matters are important and confidential and gravely affect are critical to the successful conduct of the business of Employer and its affiliates and that any breach of the terms of this Section 5(b) shall be a material breach of this AgreementEmployer.

Nondisclosure Covenant. A. The parties acknowledge that Employee shall not at any time reveal to any person or entity any Proprietary Information (as defined below) or information belonging to any third party which the Employer and its affiliates are enterprises whose success is attributable largely under an obligation to the ownership, use and development of certain valuable confidential and proprietary information (the “Proprietary Information”)keep confidential, and that Employee’s employment with Employer will involve access to and work with such information. Employee acknowledges that his relationship with Employer is a confidential relationship, and agrees that (i) he shall keep and maintain the secret all Proprietary Information in strictest confidence, which is possessed by or may be entrusted to her and (ii) he shall not, either directly not use or indirectly, attempt to use any Proprietary Information (or such information belonging to a third party) for his her own benefit, or divulgefor the benefit of any third party or in any manner which may injure or cause loss or may be calculated to injure or cause loss (whether directly or indirectly) to the Employer. The Employee shall take or omit to take such actions as the Employer may reasonably request to preserve all Proprietary Information as the sole and exclusive property of the Employer. B. Anything to the contrary herein notwithstanding, disclose or communicate the Employee shall not at any time publish any Proprietary Information or any information derived therefrom, without the prior express written permission of the Employer. C. Upon request of the Employer, the Employee shall immediately deliver to the Employer all notes, memoranda, drawings, specifications, programs, data or other materials in any manner whatsoever to any person or Entity other than to employees or agents of Employer having a need to know such her possession constituting Proprietary Information to perform their responsibilities on behalf and all copies of any of the foregoing. D. As used herein, the term "Proprietary Information" shall mean all client and customer lists, pricing information and trade secrets owned or used by the Employer, or which otherwise constitute assets of the Employer or relate to the Employer's business; and any other data, information, documents or forms pertaining to other persons the financial condition, business affairs or Entities in prospects of the normal course Employer, including, without limitation, any such information relative to customers or suppliers, samples, sketches, bulletins, memoranda, correspondence, forms and records (including financial statements), information concerning sources of Employer’s business. This nondisclosure obligation shall apply to all Proprietary Informationsupply, costs of manufacture and sale and specifications of equipment; whether or not Employee participated in any of the development thereofforegoing is published or unpublished, protected or susceptible to protection under patent, trademark, copyright or similar laws and whether or not any party has elected to secure or attempted to secure such protection. Upon termination of his employment with Employer for any reason, Employee will return to Employer all Proprietary Information in any medium and all other documents, data, materials or property of Employer (including any copies thereof) in his possession. For purposes of this AgreementNotwithstanding the foregoing, the term “"Proprietary Information” " shall not include any and all proprietary of the foregoing information related or materials to the business of Employer and its affiliates and stockholders, or to any of their products, services, sales or operations, which is not extent (i) generally known to the public, specifically including (but without limitation): trade secrets, processes, formulae, compounds and properties thereof, data, files, research results, computer programs and related source codes and object codes, improvements, inventions, techniques, marketing plans, strategies, forecasts, copyrightable material, suppliers, methods and manner of operations; information relating to the identity, needs and location of all past, present and prospective customers; and information with respect to the internal affairs of Employer and its affiliates. Such Proprietary Information may or may not contain legends or other written notice that it is of a confidential or proprietary nature. The parties stipulate that, as between them, the above-described matters are important and confidential and gravely affect the successful conduct public through no wrongful act of the business Employee or (ii) lawfully received by the Employee from a third party without restriction on disclosure and without a breach by the third party of Employer and its affiliates and that any breach obligation of the terms of this Section 5(b) shall be a material breach of this Agreementconfidentiality.

Nondisclosure Covenant. The parties acknowledge that Employer and its affiliates are enterprises whose Employer’s success is will be attributable largely to the ownership, use and development of certain valuable confidential and proprietary information (the “Proprietary Information”), and that Employee’s employment with by Employer will involve access to and work with such informationProprietary Information. Employee acknowledges that his her relationship with Employer is a confidential relationship, and agrees that (i) he she shall keep and maintain the Proprietary Information in strictest confidence, and (ii) he she shall not, either directly or indirectly, use any Proprietary Information for his her own benefit, or divulge, disclose or communicate any Proprietary Information in any manner whatsoever to any person or Entity other than to employees or agents of Employer having a need to know such Proprietary Information to perform their responsibilities on behalf of Employer, and to other persons or Entities in the normal course of Employer’s business. This nondisclosure obligation shall apply to all Proprietary Information, whether or not Employee participated in the development thereof. Upon termination of his her employment with Employer for any reason, Employee will return to Employer all Proprietary Information in any medium and all other documents, data, materials or property of Employer (including any copies thereof) in his her possession. For purposes of this Agreement, the term “Proprietary Information” shall include any and all proprietary information related directly to the business of Employer and its affiliates and stockholders, Business or to any of their Employer’s products, services, sales services or operations, operations which is are not generally known to the public, specifically including (but without limitation): ) trade secrets, processes, formulae, compounds and properties thereof, data, files, research results, computer programs and related source codes and object codes, improvements, inventions, techniques, marketing plans, strategies, forecasts, copyrightable material, suppliers, methods and manner of operations; information relating to the identity, needs and location of all past, present and prospective customers; and information with respect to the internal affairs of Employer and its affiliatesEmployer. Such Proprietary Information may or may not contain legends or other written notice that it is of a confidential or proprietary nature. The parties stipulate that, as between them, the above-described matters are important and confidential and gravely affect the successful conduct of the business of Employer and its affiliates and that any breach of the terms of this Section 5(b) shall be a material breach of this Agreement.

Nondisclosure Covenant. The parties acknowledge that Employer and its affiliates are enterprises whose the success of which is attributable largely to the ownership, use and development of certain valuable confidential and proprietary information (the “Proprietary Information”), ) and that Employee’s employment with Employer will involve access to and work with such informationProprietary Information. Employee acknowledges that his relationship with Employer is a confidential relationship, relationship and agrees that he shall: (i) he shall keep and maintain the all Proprietary Information in strictest confidence, and ; (ii) he shall not, either directly or indirectly, use any Proprietary Information for his own benefit; and (iii) not, either directly or indirectly, divulge, disclose or communicate any Proprietary Information in any manner whatsoever to any person or Entity Entity, other than to employees or agents of Employer having a need to know such Proprietary Information to perform their responsibilities on behalf of Employer, and Employer or to other persons or Entities in the normal course of Employer’s business. This nondisclosure obligation shall apply to all Proprietary Information, whether or not Employee participated in the development thereof. Upon termination of his employment with Employer for any reason, Employee will return to Employer all Proprietary Information in any medium and all other documents, data, materials or property of Employer (including any copies thereof) in his possession. For purposes of this Agreement, the term “Proprietary Information” shall include any and all proprietary information related to the business of Employer and Employer, any of its affiliates and stockholdersor any third party whose information Employee had access to by virtue of his employment with Employer, or to any of their respective products, services, sales or operations, which that is not generally known to the public, specifically including (including, but without limitation): : trade secrets, ; processes, ; formulae, ; compounds and properties thereof, ; data, ; files, ; research results, ; computer programs and or related source codes and or object codes; improvements; inventions; techniques; business, improvementsoperating, inventionsmarketing, techniques, marketing partnering or merger and acquisition plans, ; strategies, ; forecasts, ; copyrightable material, ; suppliers, ; vendors; methods and manner of operations; information relating to the identity, needs and location of all past, present and prospective customers; and information with respect to the internal affairs of Employer and its affiliates. Such Proprietary Information may or may not contain legends or other written notice that it is of a confidential or proprietary nature. The parties stipulate that, as between them, the above-above- described matters are important and confidential and gravely affect the successful conduct of the business of Employer and its affiliates and that any breach of the terms of this Section 5(b) shall be a material breach of this Agreement.

Nondisclosure Covenant. The parties acknowledge that Employer and its affiliates are enterprises whose success is attributable largely to the ownership, use and development of certain valuable confidential and proprietary information (the “"Proprietary Information”"), and that Employee’s 's employment with Employer will involve access to and work with such information. Employee acknowledges that his her relationship with Employer is a confidential relationship, and agrees that (i) he she shall keep and maintain the Proprietary Information in strictest confidence, and (ii) he she shall not, either directly or indirectly, use any Proprietary Information for his her own benefit, or divulge, disclose or communicate any Proprietary Information in any manner whatsoever to any person or Entity other than to employees or agents of Employer having a need to know such Proprietary Information to perform their responsibilities on behalf of Employer, and to other persons or Entities in the normal course of Employer’s 's business. This nondisclosure obligation shall apply to all Proprietary Information, whether or not Employee participated in the development thereof. Upon termination of his employment with Employer for any reason, Employee will return to Employer all Proprietary Information in any medium and all other documents, data, materials or property of Employer (including any copies thereofthereof regardless of the medium in which the copies exist) in his her possession. For purposes of this Agreement, the term “"Proprietary Information” " shall include any and all proprietary information related to the business of Employer and its affiliates and stockholdersshareholders, or to any of their products, services, sales or operations, which is not generally known to the public, specifically including (but without limitation): trade secrets, processes, formulae, compounds and properties thereof, data, files, research results, computer programs and related source codes and object codesprograms, improvements, inventions, techniques, marketing plans, pricing formula, strategies, forecasts, copyrightable material, suppliers, methods and manner of operations; information relating to the identity, needs and location of all past, present and prospective customerscustomers and distributors; and information with respect to the internal affairs of Employer and its affiliatesaffiliates including (but without limitation) results of operations, contents of financial statements and corporate records. Such Proprietary Information may or may not contain legends or other written notice that it is of a confidential or proprietary nature. The parties stipulate that, as between them, the above-described matters are important and confidential and gravely affect the successful conduct of the business of Employer and its affiliates and that any breach of the terms of this Section 5(b) shall be a material breach of this Agreement.

Nondisclosure Covenant. A. The parties acknowledge that Employee shall not at any time reveal to any person or entity any Proprietary Information (as defined below) or information belonging to any third party which the Employer and its affiliates are enterprises whose success is attributable largely under an obligation to the ownership, use and development of certain valuable confidential and proprietary information (the “Proprietary Information”)keep confidential, and that Employee’s employment with Employer will involve access to and work with such information. Employee acknowledges that his relationship with Employer is a confidential relationship, and agrees that (i) he shall keep and maintain the secret all Proprietary Information in strictest confidence, which is possessed by or may be entrusted to him and (ii) he shall not, either directly not use or indirectly, attempt to use any Proprietary Information (or such information belonging to a third party) for his own benefit, or divulgefor the benefit of any third party or in any manner which may injure or cause loss or may be calculated to injure or cause loss (whether directly or indirectly) to the Employer. The Employee shall take or omit to take such actions as the Employer may reasonably request to preserve all Proprietary Information as the sole and exclusive property of the Employer. B. Anything to the contrary herein notwithstanding, disclose or communicate the Employee shall not at any time publish any Proprietary Information or any information derived therefrom, without the prior express written permission of the Employer. C. Upon request of the Employer, the Employee shall immediately deliver to the Employer all notes, memoranda, drawings, specifications, programs, data or other materials in any manner whatsoever to any person or Entity other than to employees or agents of Employer having a need to know such his possession constituting Proprietary Information to perform their responsibilities on behalf and all copies of any of the foregoing. D. As used herein, the term "Proprietary Information" shall mean all client and customer lists, pricing information and trade secrets owned or used by the Employer, or which otherwise constitute assets of the Employer or relate to the Employer's business; and any other data, information, documents or forms pertaining to other persons the financial condition, business affairs or Entities in prospects of the normal course Employer, including, without limitation, any such information relative to customers or suppliers, samples, sketches, bulletins, memoranda, correspondence, forms and records (including financial statements), information concerning sources of Employer’s business. This nondisclosure obligation shall apply to all Proprietary Informationsupply, costs of manufacture and sale and specifications of equipment; whether or not Employee participated in any of the development thereofforegoing is published or unpublished, protected or susceptible to protection under patent, trademark, copyright or similar laws and whether or not any party has elected to secure or attempted to secure such protection. Upon termination of his employment with Employer for any reason, Employee will return to Employer all Proprietary Information in any medium and all other documents, data, materials or property of Employer (including any copies thereof) in his possession. For purposes of this AgreementNotwithstanding the foregoing, the term “"Proprietary Information” " shall not include any and all proprietary of the foregoing information related or materials to the business of Employer and its affiliates and stockholders, or to any of their products, services, sales or operations, which is not extent (i) generally known to the public, specifically including (but without limitation): trade secrets, processes, formulae, compounds and properties thereof, data, files, research results, computer programs and related source codes and object codes, improvements, inventions, techniques, marketing plans, strategies, forecasts, copyrightable material, suppliers, methods and manner of operations; information relating to the identity, needs and location of all past, present and prospective customers; and information with respect to the internal affairs of Employer and its affiliates. Such Proprietary Information may or may not contain legends or other written notice that it is of a confidential or proprietary nature. The parties stipulate that, as between them, the above-described matters are important and confidential and gravely affect the successful conduct public through no wrongful act of the business Employee or (ii) lawfully received by the Employee from a third party without restriction on disclosure and without a breach by the third party of Employer and its affiliates and that any breach obligation of the terms of this Section 5(b) shall be a material breach of this Agreementconfidentiality.

Nondisclosure Covenant. The parties acknowledge that Employer and its affiliates are enterprises whose Employer’s success is attributable largely to the ownership, use and development of certain valuable confidential and proprietary information (the “Proprietary Information”), and that EmployeeExecutive’s employment with Employer will involve access to and work with such information. Employee acknowledges that his her relationship with Employer is a confidential relationship, and agrees that (i) he shall keep and maintain the Proprietary Information in strictest confidence, and (ii) he she shall not, either directly or indirectly, use any Proprietary Information for his her own benefit, or divulge, disclose or communicate any Proprietary Information in any manner whatsoever to any person or Entity other than to employees executives or agents of Employer having a need to know such Proprietary Information to perform their responsibilities on behalf of Employer, and to other persons or Entities in the normal course of Employer’s businessBusiness. This nondisclosure obligation shall apply to all Proprietary Information, whether or not Employee Executive participated in the development thereof. Upon termination of his her employment with Employer for any reason, Employee Executive will return to Employer all Proprietary Information in any medium and all other documents, data, materials or property of Employer (including any copies thereof) in his her possession. For purposes of this Agreement, the term “Proprietary Information” shall include any and all proprietary information related to the business Business of Employer and its affiliates and stockholdersEmployer, or to any of their products, its services, sales or operations, which is are not generally known to the public, specifically including (but without limitation): trade secrets, processes, formulae, compounds and properties thereof, data, files, research results, computer programs and related source codes and object codes, improvements, inventions, techniques) pricing, marketing plans, development plans, strategies, forecasts, copyrightable material, suppliers, methods and manner of operations; information relating to the identity, needs and location of all past, present and prospective customers; and information with respect to the internal affairs of Employer and its affiliates. Such Proprietary Information may or may not contain legends or other written notice that it is of a confidential or proprietary natureEmployer. The parties stipulate that, as between them, the above-described matters are important and confidential and gravely affect the successful conduct of the business Business of Employer and its affiliates and that any breach of the terms of this Section 5(b) Paragraph shall be a material breach of this Agreement.