Common use of Nondisclosure Covenant Clause in Contracts

Nondisclosure Covenant. During the Restricted Period, Executive shall not, without the prior written consent of the Chief Executive Officer (or the Board, in the case of the Chief Executive Officer), use or exploit for any purpose not related to Executive’s activities on behalf of the Company, or disclose to any person or entity other than an employee, officer or director of the Company (with a need-to-know and to whom disclosure is reasonably necessary or appropriate in connection with the performance by the Executive of Executive’s duties) any Confidential Information (as defined below and in the Confidential Information Agreement) of the Company. In the event that Executive is called upon to disclose Confidential Information in connection with any judicial or administrative proceeding or inquiry, Executive shall (unless prohibited from doing so by law) immediately inform the Company of the proceeding and the potential disclosure of Confidential Information, and shall cooperate with the Company fully to obtain a protective order (or similar protection mechanism) to the extent possible. In the event of any action or proceeding between Executive and the Company, in which disclosure of Confidential Information may be necessary or appropriate, Executive shall limit such disclosure to that which is absolutely necessary and shall cooperate with the Company in obtaining an order to protect the Confidential Information from public disclosure. The Company shall be responsible for any reasonable fees and costs incurred in seeking and obtaining such protective orders.