Common use of Nondisclosure Covenant Clause in Contracts

Nondisclosure Covenant. During the term of his employment hereunder, Employee shall have access to confidential and/or proprietary information of the Company, including, but not limited to, books and records, financial information, personnel information, lists of existing or prospective clients and customers (and their special needs and requirements), market research, fee and pricing structures, intellectual property such as the "Covered Items" referred to in the Property Assignment Agreement of even date to which Employee, certain other parties and Sterling are parties (the "Property Assignment Agreement"), and other information (hereafter collectively called "Confidential Information"). Employee recognizes and acknowledges that such Confidential Information is a valuable, special and unique asset of the Company and that the Company's business is dependent on the same. To insure the continued secrecy of this Confidential Information, and in consideration of his employment or continued employment by the Company, Employee agrees and covenants, subject to the next succeeding sentence, that during the Original Term and any renewal term(s) of this Agreement and at all times following the termination of this Agreement and/or his employment (whether such termination occurs as a result of the expiration of the Original Term or any renewal term of this Agreement or by the election of either party) Employee will not, except as is reasonably believed by him to be in the best interest of or necessary to the conduct of the business of the Company: (i) disclose or divulge to any person, firm, corporation, partnership, joint venture or other business entity, or to any local, state or federal governmental agency (collectively referred to as an "Entity") any Confidential Information or any other proprietary information which is used by or becomes known to Employee; (ii) use Confidential Information for any purpose other than the performance by Employee of his obligations under this Agreement and/or the performance of his duties as an employee of the Company; or (iii) disclose to any Entity any information which is not otherwise known to the public concerning the business, customers, clients or affairs of the Company which Employee may acquire in the course of or as an incident to employment and service on behalf of the Company. Notwithstanding the immediately preceding sentence to the contrary, Employee shall not be considered to have violated the requirements of such sentence if Employee makes a disclosure of Confidential Information in response to a subpoena or is ordered by a court of competent jurisdiction to do so. Confidential Information shall not include information which (i) becomes known to the public through no fault of Employee, (ii) is disclosed by the Company to a third party under no obligation of confidentiality, or (iii) becomes available to Employee on a non-confidential basis from a third party under no obligation of confidentiality to the Company.

Nondisclosure Covenant. During the term of his employment hereunder, Employee shall have access to confidential and/or proprietary information of the Company, including, but not limited to, books and records, financial information, personnel information, lists of existing or prospective clients and customers (and their special needs and requirements), market research, fee and pricing structures, intellectual property such as the "Covered Items" referred to in the Property Assignment Agreement of even date to which Employee, certain other parties and Sterling the Company are parties (the "Property Assignment Agreement"), and other information (hereafter collectively called "Confidential Information"). Employee recognizes and acknowledges that such Confidential Information is a valuable, special and unique asset of the Company and that the Company's business is dependent on the same. To insure the continued secrecy of this Confidential Information, and in consideration of his employment or continued employment by the Company, Employee agrees and covenants, subject to the next succeeding sentence, that during the Original Term and any renewal term(s) of this Agreement and at all times following the termination of this Agreement and/or his employment (whether such termination occurs as a result of the expiration of the Original Term or any renewal term of this Agreement or by the election of either party) Employee will not, except as is reasonably believed by him to be in the best interest of or necessary to the conduct of the business of the Company: (i) disclose or divulge to any person, firm, corporation, partnership, joint venture or other business entity, or to any local, state or federal governmental agency (collectively referred to as an "Entity") any Confidential Information or any other proprietary information which is used by or becomes known to Employee; (ii) use Confidential Information for any purpose other than the performance by Employee of his obligations under this Agreement and/or the performance of his duties as an employee of the Company; or (iii) disclose to any Entity any information which is not otherwise known to the public concerning the business, customers, clients or affairs of the Company which Employee may acquire in the course of or as an incident to employment and service on behalf of the Company. Notwithstanding the immediately preceding sentence to the contrary, Employee shall not be considered to have violated the requirements of such sentence if Employee makes a disclosure of Confidential Information in response to a subpoena or is ordered by a court of competent jurisdiction to do so. Confidential Information shall not include information which (i) becomes known to the public through no fault of Employee, (ii) is disclosed by the Company to a third party under no obligation of confidentiality, or (iii) becomes available to Employee on a non-confidential basis from a third party under no obligation of confidentiality to the Company.

Nondisclosure Covenant. During the term of his employment hereunder, Employee Mx. Xxxxxxx shall have access to confidential and/or proprietary information of the CompanyCompanies and the Affiliates, including, but not limited to, books and records, financial information, personnel information, lists of existing or prospective clients and customers (and their special needs and requirements), ) market research, fee and pricing structures, intellectual property such as the "Covered Items" referred to in the Property Assignment Agreement of even date to which Employee, certain other parties and Sterling are parties (the "Property Assignment Agreement")property, and other information (hereafter collectively called "“Confidential Information").”) Mx. Employee Xxxxxxx recognizes and acknowledges that such Confidential Information is a valuable, special and unique asset of the Company owner thereof (whether such owner is one of the Companies, an Affiliate or a third party) and that the Company's owner’s business is dependent on the same. To insure the continued secrecy of this Confidential Information, and in consideration of his employment or continued employment by the CompanyCompanies, Employee Mx. Xxxxxxx agrees and covenants, subject to the next succeeding sentence, that during the Original Term and any renewal term(s) term of this Agreement and at all times following the termination of this Agreement and/or his employment (whether such termination occurs as a result of the expiration of the Original Term or any renewal term of this Agreement or by the election of either party) Employee Mx. Xxxxxxx will not, except as is reasonably believed by him to be in the best interest of of, or necessary to to, the conduct of the business of the Company:Companies and/or the Affiliates — (i) disclose or divulge to any person, firm, corporation, partnership, joint venture or other business entity, or to any local, state or federal governmental agency (collectively referred to as an "“Entity"”) any Confidential Information or any other proprietary information which that is used by by, or becomes known to Employeeto, Mx. Xxxxxxx; (ii) use Confidential Information for any purpose other than the performance by Employee Mx. Xxxxxxx of his obligations under this Agreement and/or the performance of his duties as an employee of the CompanyCompanies; or (iii) disclose to any Entity any information which that is not otherwise known to the public concerning the business, customers, clients or affairs of the Company which Employee Companies or the Affiliates that Mx. Xxxxxxx may acquire in the course of of, or as an incident to to, employment and service on behalf of the Company. Notwithstanding the immediately preceding sentence to the contrary, Employee shall not be considered to have violated the requirements of such sentence if Employee makes a disclosure of Confidential Information in response to a subpoena or is ordered by a court of competent jurisdiction to do so. Confidential Information shall not include information which (i) becomes known to the public through no fault of Employee, (ii) is disclosed by the Company to a third party under no obligation of confidentiality, or (iii) becomes available to Employee on a non-confidential basis from a third party under no obligation of confidentiality to the Companyhereunder.