Common use of Nondisclosure of Proprietary Information Clause in Contracts

Nondisclosure of Proprietary Information. Consultant acknowledges that he has received or may receive information relating to the Company's and any of its affiliates' assets, operations, clients, and past, present, and future businesses, including without limitation developments, technical data, intellectual property, specifications, designs, ideas, product plans, research and development, personal information, financial information, customer lists, business methods and operations, strategic plans, marketing plans and pricing information, all of which are proprietary to the Company and involve trade secrets, know-how, techniques, and combinations of known information of a character regarded by the Company as confidential, as well as other information that the Company has indicated to be confidential or which, by the nature of the information or the circumstances of its disclosure, Consultant ought reasonably to consider confidential (all of the foregoing, collectively, the "Proprietary Information"). The Proprietary Information does not include information which (i) at the time it is disclosed by the Consultant was already in the public domain; (ii) is subsequently published or publicly disclosed by persons other than Consultant through no fault of Consultant; (iii) is subsequently acquired by Consultant from a third party having no obligation of confidentiality toward the Company with respect to such information; or (iv) is known to Consultant at the time of disclosure, provided that Consultant shall have the burden of establishing such prior knowledge by competent written proof. If Consultant is compelled by law to disclose Confidential Information, he shall use his best efforts to give the Company ten (10) days prior written notice of compelled disclosure and shall limit such disclosure to the extent legally possible. Consultant agrees that Consultant will not disclose, either during the term of this Agreement or at any time after termination of this Agreement, any Proprietary Information to any person or entity, except in the course of Consultant's duties on behalf of the Company or with the Company's consent, and that, similarly, without the Company's consent, will not use such information for the benefit of any person or entity other than the Company at any time. Consultant agrees that upon termination of this Agreement, Consultant will deposit with or return to the Company all copies (in any media, including, without limitation, electronic storage media) of documents, records, notebooks or any other information or documentation of the Company's Proprietary Information, and all derivatives thereof, whether the Proprietary Information or documentation was developed or prepared by Consultant or by others. Consultant acknowledges that this covenant of nondisclosure is an integral term of this Agreement and is given in consideration of the engagement of Consultant and the other consideration granted in this Agreement.

Nondisclosure of Proprietary Information. Consultant Executive acknowledges that he has received or may receive information relating to the CompanyEmployer's and any of its affiliates' assets, operations, clients, and past, present, and future businesses, including without limitation developments, technical data, intellectual property, specifications, designs, ideas, product plans, research and development, personal information, financial information, customer lists, business methods and operations, strategic plans, marketing plans and pricing information, all of which are proprietary to the Company Employer and involve trade secrets, know-how, techniques, and combinations of known information of a character regarded by the Company Employer as confidential, as well as other information that the Company Employer has indicated to be confidential or which, by the nature of the information or the circumstances of its disclosure, Consultant Executive ought reasonably to consider confidential (all of the foregoing, collectively, the "Proprietary Information"). The Proprietary Information does not include information which (i) at the time it is disclosed by the Consultant Executive was already in the public domain; (ii) is subsequently published or publicly disclosed by persons other than Consultant Executive through no fault of ConsultantExecutive; (iii) is subsequently acquired by Consultant Executive from a third party having no obligation of confidentiality toward the Company Employer with respect to such information; or (iv) is known to Consultant Executive at the time of disclosure, provided that Consultant Executive shall have the burden of establishing such prior knowledge by competent written proof. If Consultant Executive is compelled by law to disclose Confidential Information, he shall use his best efforts to give the Company Employer ten (10) days prior written notice of compelled disclosure and shall limit such disclosure to the extent legally possible. Consultant Executive agrees that Consultant Executive will not disclose, either during the term of this Agreement or at any time after termination of this Agreement, any Proprietary Information to any person or entity, except in the course of ConsultantExecutive's duties on behalf of the Company Employer or with the CompanyEmployer's consent, and that, similarly, without the CompanyEmployer's consent, will not use such information for the benefit of any person or entity other than the Company Employer at any time. Consultant Executive agrees that upon termination of this Agreement, Consultant Executive will deposit with or return to the Company Employer all copies (in any media, including, without limitation, electronic storage media) of documents, records, notebooks or any other information or documentation of the CompanyEmployer's Proprietary Information, and all derivatives thereof, whether the Proprietary Information or documentation was developed or prepared by Consultant Executive or by others. Consultant Executive acknowledges that this covenant of nondisclosure is an integral term of this Agreement and is given in consideration of the engagement of Consultant Executive and the other consideration granted in this Agreement.

Nondisclosure of Proprietary Information. Consultant acknowledges that he has received or may receive information relating to the Company's and any of its affiliates' assets, operations, clients, and past, present, and future businesses, including without limitation developments, technical data, intellectual property, specifications, designs, ideas, product plans, research and development, personal information, financial information, customer lists, business methods and operations, strategic plans, . marketing plans and pricing information, all of which are proprietary to the Company and involve trade secrets, know-how, techniques, and combinations of known information of a character regarded by the Company as confidential, as well as other information that the Company has indicated to be confidential or which, by the nature of the information or the circumstances of its disclosure, Consultant ought reasonably to consider confidential (all of the foregoing, collectively, the "Proprietary Information"). The Proprietary Information does not include information which (i) at the time timc it is disclosed by the Consultant was already in the public domain; (ii) is subsequently published or publicly disclosed by persons other than Consultant through no fault of Consultant; (iii) is subsequently acquired by Consultant from a third party having no obligation of confidentiality toward the Company with respect to such information; or (iv) is known to Consultant at the time of disclosure, provided that Consultant shall have the burden of establishing such prior knowledge by competent written proof. If Consultant is compelled by law to disclose Confidential Information, he shall use his best efforts to give the Company ten (10) days prior written notice of compelled disclosure and shall limit such disclosure to the extent legally possible. Consultant agrees that Consultant will not disclose, either during the term of this Agreement or at any time after termination of this Agreement, any Proprietary Information to any person or entity, except in the course of Consultant's duties on behalf of the Company or with the Company's consent, and that, similarly, without the Company's consent, will not use such information for the benefit of any person or entity other than the Company at any time. Consultant agrees that upon termination of this Agreement, Consultant will deposit with or return to the Company all copies (in any media, including, without limitation, electronic storage media) of documents, records, notebooks or any other information or documentation of the Company's Proprietary Information, and all derivatives thereof, whether the Proprietary Information or documentation was developed or prepared by Consultant or by others. Consultant acknowledges that this covenant of nondisclosure is an integral term of this Agreement and is given in consideration of the engagement of Consultant and the other consideration granted in this Agreement.

Nondisclosure of Proprietary Information. Consultant acknowledges that he has received or may receive information relating to the Company's ’s and any of its affiliates' ’ assets, operations, clients, and past, present, and future businesses, including without limitation developments, technical data, intellectual property, specifications, designs, ideas, product plans, research and development, personal information, financial information, customer lists, business methods and operations, strategic plans, . marketing plans and pricing information, all of which are proprietary to the Company and involve trade secrets, know-how, techniques, and combinations of known information of a character regarded by the Company as confidential, as well as other information that the Company has indicated to be confidential or which, by the nature of the information or the circumstances of its disclosure, Consultant ought reasonably to consider confidential (all of the foregoing, collectively, the "“Proprietary Information"”). The Proprietary Information does not include information which (i) at the time it is disclosed by the Consultant was already in the public domain; (ii) is subsequently published or publicly disclosed by persons other than Consultant through no fault of Consultant; (iii) is subsequently acquired by Consultant from a third party having no obligation of confidentiality toward the Company with respect to such information; or (iv) is known to Consultant at the time of disclosure, provided that Consultant shall have the burden of establishing such prior knowledge by competent written proof. If Consultant is compelled by law to disclose Confidential Information, he shall use his best efforts to give the Company ten (10) days prior written notice of compelled disclosure and shall limit such disclosure to the extent legally possible. Consultant agrees that Consultant will not disclose, either during the term of this Agreement or at any time after termination of this Agreement, any Proprietary Information to any person or entity, except in the course of Consultant's ’s duties on behalf of the Company or with the Company's ’s consent, and that, similarly, without the Company's ’s consent, will not use such information for the benefit of any person or entity other than the Company at any time. Consultant agrees that upon termination of this Agreement, Consultant will deposit with or return to the Company all copies (in any media, including, without limitation, electronic storage media) of documents, records, notebooks or any other information or documentation of the Company's ’s Proprietary Information, and all derivatives thereof, whether the Proprietary Information or documentation was developed or prepared by Consultant or by others. Consultant acknowledges that this covenant of nondisclosure is an integral term of this Agreement and is given in consideration of the engagement of Consultant and the other consideration granted in this Agreement.

Nondisclosure of Proprietary Information. Consultant acknowledges that he has received or may receive information relating to the Company's and any of its affiliates' assets, operations, clients, and past, present, and future businesses, including without limitation developments, technical data, intellectual property, specifications, designs, ideas, product plans, research and development, personal information, financial information, customer lists, business methods and operations, strategic plans, . marketing plans and pricing information, all of which are proprietary to the Company and involve trade secrets, know-how, techniques, and combinations of known information of a character regarded by the Company as confidential, as well as other information that the Company has indicated to be confidential or which, by the nature of the information or the circumstances of its disclosure, Consultant ought reasonably to consider confidential (all of the foregoing, collectively, the "Proprietary Information"). The Proprietary Information does not include information which (i) at the time timc it is disclosed by the Consultant was already in the public domain; (ii) is subsequently published or publicly disclosed by persons other than Consultant through no fault of Consultant; (iii) is subsequently acquired by Consultant from a third party having no obligation of confidentiality toward the Company with respect to such information; or (iv) is known to Consultant at the time of disclosure, provided that Consultant shall have the burden of establishing such prior knowledge by competent written proof. If Consultant is compelled by law to disclose Confidential Information, he shall use his best efforts to give the Company ten (10) days prior written notice of compelled disclosure and shall limit such disclosure to the extent legally possible. Consultant agrees that Consultant will not disclose, either during the term of this Agreement or at any time after termination of this Agreement, any Proprietary Information to any person or entity, except in the course of Consultant's duties on behalf of the Company or with the Company's consent, and that, similarly, without the Company's consent, will not use such information for the benefit of any person or entity other than the Company at any time. Consultant agrees that upon termination of this Agreement, Consultant will deposit with or return to the Company all copies (in any media, including, without limitation, electronic storage media) of documents, records, notebooks or any other information or documentation of the Company's Proprietary Information, and all derivatives thereof, whether the Proprietary Information or documentation was developed or prepared by Consultant or by others. Consultant acknowledges that this covenant of nondisclosure is an integral term of this Agreement and is given in consideration of the engagement of Consultant and the other consideration granted in this Agreement. 7.

Nondisclosure of Proprietary Information. Consultant Executive acknowledges that he has received it is the policy of the Bank to maintain as secret and confidential (i) all valuable and unique information concerning the Bank or may receive its affiliated entities or the respective business or customers, (ii) other information heretofore or hereafter acquired by the Bank or any affiliated entity and deemed by it to be confidential, and (iii) information developed or used by the Bank or any affiliated entity relating to the Company's and any of its affiliates' assetsbusiness, operations, clientsemployees and customers of the Bank, and past, present, and future businesses, including without limitation developments, technical data, intellectual property, specifications, designs, ideas, product plans, research and development, personal information, financial information, customer lists, business methods and operations, strategic plans, marketing plans and pricing information, all of which are proprietary to the Company and involve trade secretsor any affiliated entity including, know-howbut not limited to, techniques, and combinations of known any customer lists or employee information of a character regarded by the Company as confidential, as well as other information that the Company has indicated to be confidential or which, by the nature of the information or the circumstances of its disclosure, Consultant ought reasonably to consider confidential (all of the foregoing, collectively, the "Proprietary Information"). The Proprietary Information does not include such information which described in clauses (i) at the time it is disclosed by the Consultant was already in the public domain; ), (ii) is subsequently published or publicly disclosed by persons and (iii) above, other than Consultant information which is known to the public or becomes known to the public through no fault of Consultant; (iii) Executive, is subsequently hereinafter referred to as “Proprietary Information”). The parties recognize that the services to be performed by Executive pursuant to this Agreement are special and unique and that by reason of his employment by the Bank after the date hereof, Executive has acquired by Consultant from and will acquire Proprietary Information. Executive recognizes that all such Proprietary Information is the property of the Bank. Accordingly, at any time during and for a third party having no obligation period of confidentiality toward two years following the Company with respect Employment Period, Executive shall not, except in the proper performance of his duties under this Agreement, directly or indirectly, without the prior written consent of the Bank, disclose to any Person other than the Bank or the Company, whether or not such information; a Person is a competitor of the Bank or (iv) is known to Consultant at the time of disclosureCompany, provided that Consultant shall have the burden of establishing such prior knowledge by competent written proof. If Consultant is compelled by law to disclose Confidential Information, he and shall use his best efforts to give prevent the Company ten (10) days prior written notice publication or disclosure of compelled disclosure and shall limit such disclosure any Proprietary Information obtained by, or which has come to the extent legally possibleknowledge of, Executive prior or subsequent to the date hereof. Consultant agrees Notwithstanding the foregoing, Executive may disclose to other Persons, as part of his occupation, information with respect to the Bank or any affiliated entity, which (i) is of a type generally not considered by standards of the banking industry to be proprietary, or (ii) is otherwise consented to in writing by the Bank; provided, however, that Consultant will Executive shall not disclose, either during the term of this Agreement or at any time after termination of this Agreement, during the Employment Period or thereafter disclose any Proprietary Information to the extent that such information is deemed confidential under, or the disclosure thereof would otherwise contravene, any person law, rule or entityregulation applicable to the Bank or the Company, except in or could expose the course of Consultant's duties on behalf of Bank or the Company or with the Company's consentany of their respective officers, and that, similarly, without the Company's consent, will not use such information for the benefit of directors or employees to any person claim or entity other than the Company at any time. Consultant agrees that upon termination of this Agreement, Consultant will deposit with or return to the Company all copies (in any media, including, without limitation, electronic storage media) of documents, records, notebooks or any other information or documentation liability as a result of the Company's Proprietary Information, and all derivatives disclosure thereof, whether the Proprietary Information or documentation was developed or prepared by Consultant or by others. Consultant acknowledges that this covenant of nondisclosure is an integral term of this Agreement and is given in consideration of the engagement of Consultant and the other consideration granted in this Agreement.

Nondisclosure of Proprietary Information. Consultant Executive acknowledges that he has received or may receive information relating to the CompanyEmployer's and any of its affiliates' assets, operations, clients, and past, present, and future businesses, including without limitation developments, technical data, intellectual property, specifications, designs, ideas, product plans, research and development, personal information, financial information, customer lists, business methods and operations, strategic plans, marketing plans and pricing information, all of which are proprietary to the Company Employer and involve trade secrets, know-how, techniques, and combinations of known information of a character regarded by the Company Employer as confidential, as well as other information that the Company Employer has indicated to be confidential or which, by the nature of the information or the circumstances of its disclosure, Consultant Executive ought reasonably to consider confidential (all of the foregoing, collectively, the "Proprietary Information"). The Proprietary Information does not include information which (i) at the time it is disclosed by the Consultant Executive was already in the public domain; (ii) is subsequently published or publicly disclosed by persons other than Consultant Executive through no fault of ConsultantExecutive; (iii) is subsequently acquired by Consultant Executive from a third party having no obligation of confidentiality toward the Company Employer with respect to such information; or (iv) is known to Consultant Executive at the time of disclosure, provided that Consultant Executive shall have the burden of establishing such prior knowledge by competent written proof. If Consultant Executive is compelled by law to disclose Confidential Information, he shall use his best efforts to give the Company Employer ten (10) days prior written notice of compelled disclosure and shall limit such disclosure to the extent legally possible. Consultant Executive agrees that Consultant Executive will not disclose, either during the term of this Agreement or at any time after termination of this Agreement, any Proprietary Information to any person or entity, except in the course of ConsultantExecutive's duties on behalf of the Company Employer or with the CompanyEmployer's consent, and that, similarly, without the CompanyEmployer's consent, will not use such information for the benefit of any person or entity other than the Company Employer at any time. Consultant Executive agrees that upon termination of this Agreement, Consultant Executive will deposit with or return to the Company Employer all copies (in any media, including, without limitation, electronic storage media) of documents, records, notebooks or any other information or documentation of the CompanyEmployer's Proprietary Information, and all derivatives thereof, whether the Proprietary Information or documentation was developed or prepared by Consultant Executive or by others. Consultant Executive acknowledges that this covenant of nondisclosure is an integral term of this Agreement and is given in consideration of the engagement of Consultant Executive and the other consideration granted in this Agreement. This Section 6 is intended to protect confidential information and customer relationships, both during and after the period of Executive's employment with Employer, and not to limit Executive's right to seek and obtain employment in competition with Employer after termination of Executive's employment with Employer. In addition, nothing contained in this Section 6 shall be construed to prohibit Executive, following the conclusion of the one-year noncompetition period, from developing new relationships with Employer's customers about which Executive obtained information while employed with Employer.

Nondisclosure of Proprietary Information. Consultant acknowledges that he has received or may receive information relating to the Company's ’s and any of its affiliates' ’ assets, operations, clients, and past, present, and future businesses, including without limitation developments, technical data, intellectual property, specifications, designs, ideas, product plans, research and development, personal information, financial information, customer lists, business methods and operations, strategic plans, marketing plans and pricing information, all of which are proprietary to the Company and involve trade secrets, know-how, techniques, and combinations of known information of a character regarded by the Company as confidential, as well as other information that the Company has indicated to be confidential or which, by the nature of the information or the circumstances of its disclosure, Consultant ought reasonably to consider confidential (all of the foregoing, collectively, the "“Proprietary Information"”). The Proprietary Information does not include information which (i) at the time it is disclosed by the Consultant was already in the public domain; (ii) is subsequently published or publicly disclosed by persons other than Consultant through no fault of Consultant; (iii) is subsequently acquired by Consultant from a third party having no obligation of confidentiality toward the Company with respect to such information; or (iv) is known to Consultant at the time of disclosure, provided that Consultant shall have the burden of establishing such prior knowledge by competent written proof. If Consultant is compelled by law to disclose Confidential Information, he shall use his best efforts to give the Company ten (10) 10 days prior written notice of compelled disclosure and shall limit such disclosure to the extent legally possible. Consultant agrees that Consultant will not disclose, either during the term of this Agreement or at any time after termination of this Agreement, disclose any Proprietary Information to any person or entity, except in the course of Consultant's duties on behalf of the Company or with the Company's ’s consent, and that, similarly, without the Company's ’s consent, will not use such information for the benefit of any person or entity other than the Company at any time. Consultant agrees that upon termination of this Agreement, Consultant will deposit with or return to the Company all copies (in any media, including, without limitation, electronic storage media) of documents, records, notebooks or any other information or documentation of the Company's ’s Proprietary Information, and all derivatives thereof, whether the Proprietary Information or documentation that was developed or prepared by Consultant or by others. Consultant acknowledges that this covenant of nondisclosure is an integral term part of this Agreement and is given in consideration of the engagement of Consultant and the other consideration granted in this Agreement.

Nondisclosure of Proprietary Information. Consultant acknowledges that he has received or may receive information relating to the Company's Xxxxxxx LLC’s and any of its affiliates' ’ assets, operations, clients, and past, present, and future businesses, including without limitation developments, technical data, intellectual property, specifications, designs, ideas, product plans, research and development, personal information, financial information, customer lists, business methods and operations, strategic plans, . marketing plans and pricing information, all of which are proprietary to the Company Xxxxxxx LLC and involve trade secrets, know-how, techniques, and combinations of known information of a character regarded by the Company Xxxxxxx LLC as confidential, as well as other information that the Company Xxxxxxx LLC has indicated to be confidential or which, by the nature of the information or the circumstances of its disclosure, Consultant ought reasonably to consider confidential (all of the foregoing, collectively, the "“Proprietary Information"”). The Proprietary Information does not include information which (i) at the time it is disclosed by the Consultant was already in the public domain; (ii) is subsequently published or publicly disclosed by persons other than Consultant through no fault of Consultant; (iii) is subsequently acquired by Consultant from a third party having no obligation of confidentiality toward the Company Xxxxxxx LLC with respect to such information; or (iv) is known to Consultant at the time of disclosure, provided that Consultant shall have the burden of establishing such prior knowledge by competent written proof. If Consultant is compelled by law to disclose Confidential Information, he shall use his best efforts to give the Company Xxxxxxx LLC ten (10) days prior written notice of compelled disclosure and shall limit such disclosure to the extent legally possible. Consultant agrees that Consultant will not disclose, either during the term of this Agreement or at any time after termination of this Agreement, any Proprietary Information to any person or entity, except in the course of Consultant's ’s duties on behalf of the Company Xxxxxxx LLC or with the Company's Xxxxxxx LLC’s consent, and that, similarly, without the Company's Xxxxxxx LLC’s consent, will not use such information for the benefit of any person or entity other than the Company Xxxxxxx LLC at any time. Consultant agrees that upon termination of this Agreement, Consultant will deposit with or return to the Company Xxxxxxx LLC all copies (in any media, including, without limitation, electronic storage media) of documents, records, notebooks or any other information or documentation of the Company's Xxxxxxx LLC’s Proprietary Information, and all derivatives thereof, whether the Proprietary Information or documentation was developed or prepared by Consultant or by others. Consultant acknowledges that this covenant of nondisclosure is an integral term of this Agreement and is given in consideration of the engagement of Consultant and the other consideration granted in this Agreement.