Common use of Proprietary Information and Confidentiality Clause in Contracts

Proprietary Information and Confidentiality. 9.1. Employee is aware that in the course of his employment with Company during the Term and/or in connection therewith, Employee may have access to, and be entrusted with, technical, proprietary, sales, legal, financial, and other data and information with respect to the affairs and business of the Company, its affiliates, customers and suppliers, all of which data and information, whether documentary, written, oral or computer generated, shall be deemed to be, and referred to as “Proprietary Information”, which, by way of illustration but not limitation, shall include trade and business secrets, processes, patents improvements, ideas, inventions (whether reduced to practice or not), techniques, products, technologies (actual or planned), financial statements, marketing plans, strategies, forecasts, customer and/or suppliers lists and/or relations, research and development activities, formulas, data, know-how, designs, discoveries, models, vendors, computer hardware and software, drawings, operating procedures, pricing methods, marketing strategies, future plans, dealings and transactions, except for such information which is now, or hereafter becomes, available in the public domain or is generally known, or hereafter becomes known, in the industry through no fault on the part of Employee. 9.2. Employee agrees and declares that all Proprietary Information, patents and/or patent applications, copyrights and other intellectual property rights in connection therewith, are and shall remain the sole property of Company and its assigns. 9.3. At all times, during the Term and upon its expiration thereafter, Employee shall keep in confidence and trust all Proprietary Information, and any part thereof, and will not use or disclose and/or make available, directly or indirectly, to any third party any Proprietary Information without the prior written consent of Company, except and to the extent as may be necessary in the ordinary course of performing Employees’ duties pertaining to the Company and except and to the extent as may be required under any applicable law, regulation, judicial decision or determination of any governmental entity. 9.4. Without derogating from the generality of the foregoing, Employee agrees as follows: 9.4.1. He will not copy, transmit, reproduce, summarize, quote, publish and/or make any commercial or other use whatsoever of the Proprietary Information, or any party thereof, without the prior written consent of Company, except as may be necessary in the performance of his duties pertaining to the Company; 9.4.2. He shall exercise the highest degree of care in safeguarding the Proprietary Information against loss, theft or other inadvertent disclosure and will take all reasonable steps necessary to ensure the maintaining of confidentiality; 9.4.3. He shall not enter into the data bases of Company for any purpose whatsoever, including, without limitation, review, download, insert, change, delete and/or relocate any information, except as may be necessary in the performance of his duties pertaining to the Company; 9.4.4. Upon termination of his employment, and/or as otherwise requested by Company, he shall promptly deliver to Company all Proprietary Information. For the removal of doubt, it is hereby clarifed that Employee shall be entitled to keep copies of corporate documents signed by him and which relate to his rights, including without limitation, his rights as an employee of the Company and/or as director of the Company and/or the Parent Company and/or as shareholder and/or holder of Options in the Parent Company. 9.5. The provisions of this Section 9 shall survive termination of this Agreement and shall remain in full force and effect thereafter.

Proprietary Information and Confidentiality. 9.1. Employee is 7.1 MS and Xxxx are aware that in the course of his employment with their Services to the Company during the Term and/or in connection therewith, Employee may therewith they shall have access to, and be entrusted with, technical, proprietary, sales, legal, financial, legal and other financial data and information with respect to the affairs and business of the Company, its affiliates, customers and suppliers, all of which such data and information, whether documentary, written, oral or computer generated, shall be deemed to be, and referred to as “Proprietary Information”, which, by way of illustration but not limitation, shall include trade and business secrets, processes, patents improvements, ideas, inventions (whether reduced to practice or not), techniques, products, technologies (actual or planned), financial statements, marketing plans, strategies, forecasts, customer (including customer lists) and/or suppliers lists and/or relationsrelations and/or marketing plans, research and development activities, formulas, data, know-how, designs, discoveries, models, vendors, computer hardware and software, drawings, operating procedures, pricing methods, marketing strategies, future plans, dealings and transactions, except for such information which is nowwhich, on the date of disclosure by Company is, or hereafter thereafter becomes, available in the public domain or is generally known, or hereafter becomes known, known in the industry through no fault on the part of EmployeeMS and/or Xxxx. 9.2. Employee agrees 7.2 MS and declares Xxxx agree and declare that all Proprietary Information, patents and/or patent applications, copyrights and other intellectual property rights in connection therewiththerewith (“Confidential Information”), are and shall remain the sole property of Company and its assigns. 9.3. 7.3 At all times, during the Term and upon its expiration thereafter, Employee MS and Xxxx shall keep in confidence and trust all Proprietary Confidential Information, and any part thereof, and will not use or disclose and/or make available, directly or indirectly, to any third party any Proprietary Confidential Information without the prior written consent of Company, except and to the extent as may be necessary in the ordinary course of performing Employees’ duties MS and/or Noam’s Services pertaining to the Company and except and to the extent as may be required under any applicable law, regulation, judicial decision or determination of any governmental entitydecision. 9.4. 7.4 Without derogating from the generality of the foregoing, Employee agrees MS and Xxxx agree as follows: 9.4.1. He 7.4.1 They will not copy, transmit, reproduce, summarize, quote, publish and/or make any commercial anycommercial or other use whatsoever of the Proprietary Confidential Information, or any party thereof, without the prior written consent of Company, except as may be necessary in the performance of his duties their Services pertaining to the Company; 9.4.2. He 7.4.2 They shall exercise the highest degree of care in safeguarding the Proprietary Confidential Information against loss, theft or other inadvertent disclosure and will take all reasonable steps necessary to ensure the maintaining of confidentiality; 9.4.3. He 7.4.3 They shall not enter into the data bases of Company for any purpose whatsoever, including, without limitation, review, download, insert, change, delete and/or relocate any information, except as may be necessary in the performance of his duties their Services pertaining to the Company; 9.4.4. 7.4.4 Upon termination of his employmenttheir Services for whatever reason, and/or as otherwise requested by Company, he they shall promptly deliver to the Company all Proprietary Information. For the removal of doubtConfidential Information and any and all copies thereof, it is hereby clarifed in whatever form, that Employee shall be entitled had been furnished to keep copies of corporate documents signed by him MS and/or Xxxx, prepared thereby and/or came to their possession in any manner whatsoever, during and which relate to his rights, including without limitation, his rights as an employee of the Company and/or as director of the Company and/or the Parent Company and/or as shareholder and/or holder of Options in the Parent course of their Services to the Company, and shall not retain and/or make copies thereof in whatever form. 9.5. 7.5 The provisions of this Section 9 shall survive termination of Services and/or this Agreement and shall remain in full force and effect at all times thereafter.

Proprietary Information and Confidentiality. 9.18.1. Employee is aware that in the course of his employment with Company during the Term and/or in connection therewith, Employee may will have access to, and be entrusted with, technical, proprietary, sales, legal, financial, and other data and information with respect to the affairs and business of the Company, its affiliates, customers and suppliers, all of which data and information, whether documentary, written, oral or computer generated, shall be deemed to be, and referred to as “Proprietary Information”, which, by way of illustration but not limitation, shall include trade and business secrets, mask works, processes, patents improvements, ideas, inventions (whether reduced to practice or not), techniques, products, technologies (actual or planned), financial statements, marketing plans, strategies, forecasts, customer and/or suppliers lists and/or relations, research and development activities, source and object codes, formulas, data, know-how, designs, discoveries, models, vendors, computer hardware and software, drawings, programs, other works of authorship, operating procedures, pricing methods, marketing strategies, future plans, dealings and transactions, Inventions (as defined below), except for such information information: (i) which is now, or hereafter becomes, available in the public domain or is generally known, or hereafter becomes known, in the industry through no fault on the part of Employee; or (ii) Employee is compelled by court or government action pursuant to applicable law to disclose such information, provided, however, that Employee gives the Company prompt notice thereof so that the Company may seek a protective order or other appropriate remedy, and further provided that in the event that such protective order or other remedy is not obtained, the Employee shall furnish only that portion of the Proprietary Information which is legally required, and shall exercise all efforts required to obtain confidential treatment for such information. 9.28.2. Employee agrees and declares that all Proprietary Information, patents and/or patent applications, copyrights and other intellectual property rights in connection therewith, are and shall remain the sole property of Company and its assigns. 9.38.3. At all times, during the Term and upon its expiration thereafter, Employee shall keep in confidence and trust all Proprietary Information, and any part thereof, and will not use or disclose and/or make available, directly or indirectly, to any third party any Proprietary Information without the prior written consent of Company, except and to the extent as may be necessary in the ordinary course of performing Employees’ duties pertaining to the Company and except and to the extent as may be required under any applicable law, regulation, judicial decision or determination of any governmental entity. 9.48.4. Without derogating from the generality of the foregoing, Employee agrees as follows: 9.4.18.4.1. He will not copy, transmit, reproduce, summarize, quote, publish and/or make any commercial or other use whatsoever of the Proprietary Information, or any party thereof, without the prior written consent of Company, except as may be necessary in the performance of his duties pertaining to the Company; 9.4.28.4.2. He shall exercise the highest degree of care in safeguarding the Proprietary Information against loss, theft or other inadvertent disclosure and will take all reasonable steps necessary to ensure the maintaining of confidentiality; 9.4.38.4.3. He shall not enter into the data bases of Company for any purpose whatsoever, including, without limitation, review, download, insert, change, delete and/or relocate any information, except as may be necessary in the performance of his duties pertaining to the Company; 9.4.48.4.4. Upon termination of his employment, and/or as otherwise requested by Company, he shall promptly deliver to Company all Proprietary Information. For the removal of doubt, it is hereby clarifed clarified that Employee shall be entitled to keep copies of corporate documents signed by him and which relate to his rights, including without limitation, his rights as an employee of the Company and/or as director of the Company and/or the Parent Company and/or as shareholder and/or holder of Options options in the Parent Company. 9.58.5. Employee undertakes not to disclose to the Company any confidential information of any third party, including, without limitation, any confidential information of his former employer, Galil Medical Ltd. The Company acknowledges Employee is subject a confidentiality agreement regarding confidential information of his former employer, Galil Medical Ltd. 8.6. The provisions of this Section 9 8 shall survive termination of this Agreement and shall remain in full force and effect thereafter.

Proprietary Information and Confidentiality. 9.18.1. Employee The Executive is aware that that, in the course of his employment with Company during the Term and/or in connection therewithunder this Agreement, Employee she may have access to, and be entrusted with, technicalinformation in respect of the business and financing of the Company and/or its affiliates (both present and future) and/or subsidiaries (both present and future) (together, proprietarythe “Affiliates”), salestheir dealings, legal, financialtransactions and affairs, and other data and information with respect likewise in relation to the affairs and business of the Company, its affiliates, their customers and suppliers, all of which data information may be confidential. The Executive also acknowledges and agrees that the Company and/or Affiliates possess and will continue to possess, acquire and develop information and technology that has been created, discovered or developed, or has otherwise become known to the Company and/or Affiliates, which information has commercial value in the business in which the Company and/or Affiliates is engaged. All of the above information, whether documentary, written, oral or computer generated, shall be deemed to be, be and referred to as “Proprietary Information”, which, which by way of illustration illustration, but not limitation, shall include includes trade and business secrets, processes, patents formulae, data and know-how, improvements, ideas, inventions (whether reduced to practice or not)inventions, techniques, products, products and/or technologies (actual or planned), financial statements, marketing plans, strategies, forecastsforecasts and customer lists, customer Proprietary Information shall not include any of the foregoing which the Executive can establish was known to her prior to the date of disclosure by the Company and/or suppliers lists and/or relations, research and development activities, formulas, data, know-how, designs, discoveries, models, vendors, computer hardware and software, drawings, operating procedures, pricing methods, marketing strategies, future plans, dealings and transactions, except for such information which Affiliates or is nowat the date of the Agreement, or hereafter in the future becomes, public knowledge as evidenced by published or generally available in materials, other than by breach of this section. The obligations of confidentiality hereunder shall not apply to information required by law to be disclosed by Executive, provided that the public domain or is generally known, or hereafter becomes known, in Executive notifies the industry through no fault on the part Company of Employeesuch requirement as soon as practicable and prior to any anticipated disclosure. 9.28.2. Employee Executive agrees and declares that all Proprietary Information, patents and/or patent applications, copyrights and other intellectual property properly rights in connection therewith, are and shall remain the sole property of Company and/or Affiliates and its their assigns. All business records, papers and documents however documented, kept or made by Executive relating to the business and affairs of Company and/or Affiliates shall be and remain the property of Company and/or Affiliates, as the case may be. 9.38.3. At Executive further recognizes and acknowledges that such Proprietary Information is a valuable and unique asset of the business and affairs of Company and/or Affiliates, and that its use or disclosure other than in accordance with the provisions of this Agreement, would cause Company and/or Affiliates, as the case may be, substantial loss and damages, Accordingly, Executive undertakes and agrees that, at all times, during the Term and upon its expiration thereafter, Employee Executive shall keep in confidence and trust all Proprietary Information, and any part thereof, and will shall not use or disclose and/or make available, directly or indirectly, to any third party any Proprietary Information without the prior written consent of Company, except and to the extent as may be necessary in the ordinary course of performing Employees’ Executive’s duties pertaining to the Company and except and to the extent as may be required under any applicable law, regulation, judicial decision or determination of any governmental entity. 9.48.4. Without derogating from the generality of the foregoing, Employee Executive agrees as follows: 9.4.18.4.1. He will She shall not copy, transmit, reproduce, summarize, quote, publish and/or make any commercial or other use whatsoever of the Proprietary Information, or any party part thereof, without the prior written consent of Company, except as may be necessary in the performance of his her duties pertaining to the Company; 9.4.28.4.2. He She shall exercise the highest degree of strict care in safeguarding the Proprietary Information against loss, theft or other inadvertent disclosure and will shall take all reasonable steps necessary to ensure the maintaining of confidentiality; 9.4.3. He shall not enter into the data bases of Company for any purpose whatsoever, including, without limitation, review, download, insert, change, delete and/or relocate any information, except as may be necessary in the performance of his duties pertaining to the Company; 9.4.48.4.3. Upon termination of his her employment, and/or as otherwise requested by Company, he she shall promptly deliver to Company all Proprietary Information. For the removal of doubtInformation and any and all copies thereof, it is hereby clarifed whether in written or electronic form, that Employee shall be entitled had been furnished to keep copies of corporate documents signed by him Executive, prepared thereby and/or came to her possession in any manner whatsoever, during and which relate to his rights, including without limitation, his rights as an employee of the Company and/or as director of the Company and/or the Parent Company and/or as shareholder and/or holder of Options in the Parent course of her employment with Company, and shall not retain and/or make copies thereof in whatever form. 9.58.5. The provisions of this Section 9 8 shall survive termination of this Agreement and shall remain in full force and effect at all times thereafter.

Proprietary Information and Confidentiality. 9.16.1. Employee Consultant is aware that in the course of her/his employment engagement with the Company during the Term and/or in connection therewith, Employee Consultant may have access to, and be entrusted with, technical, proprietary, sales, legal, financial, and other data and information with respect to the affairs and business of the Company, its affiliates, customers and suppliers, and including information received by the Company from any third party subject to obligations of confidentiality towards said third party, all of which data and information, whether documentary, written, oral or computer generated, shall be deemed to be, and referred to as “Proprietary Information”, which, by way of illustration but not limitation, shall include trade and business secrets, processes, patents patents, improvements, ideas, inventions (whether reduced to practice or not), techniques, products, and technologies (actual or planned), financial statements, marketing plans, strategies, forecasts, customer and/or suppliers supplier lists and/or relations, research and development activities, formulasformula, data, know-how, designs, discoveries, models, vendors, computer hardware and softwaresoftware and any and all documentation relating thereto, drawings, operating procedures, pricing methods, marketing strategies, future plans, dealings and transactions, except for such information which is nowwhich, on the date of disclosure, is, or hereafter thereafter becomes, available in the public domain or is generally known, or hereafter becomes known, known in the industry through no fault on the part of Employeethe Consultant. 9.26.2. Employee Consultant agrees and declares that all Proprietary Information, patents and/or patent applications, copyrights and other intellectual property rights in connection therewith, are and shall remain the sole property of the Company and its assigns. 9.3. At all times, during During the Term and upon its expiration thereafter, Employee Consultant shall keep in confidence and trust all Proprietary Information, and any part thereof, and will not use or disclose and/or make available, directly or indirectly, to any third party any Proprietary Information without the prior written consent of the Company, except and to the extent as may be necessary in the ordinary course of performing Employees’ Consultant’s duties pertaining to the Company and except and to the extent as may be required under any applicable law, regulation, judicial decision or determination of any governmental entity. 9.46.3. Without derogating from the generality of the foregoing, Employee agrees as follows: 9.4.1. He will the Consultant agrees: (a) not to copy, transmit, reproduce, summarize, quote, publish and/or make any commercial or other use whatsoever of the Proprietary Information, or any party part thereof, without the prior written consent of Company, except as may be necessary in the performance of her/his duties pertaining to the Company; 9.4.2. He shall ; (b) to exercise the highest degree of care in safeguarding the Proprietary Information against loss, theft or other inadvertent disclosure and will to take all reasonable steps necessary to ensure the maintaining of confidentiality; 9.4.3. He ; (c) upon a request by the Company to do so, the Consultant shall immediately deliver to the Company or destroy all Proprietary Information and any and all copies thereof, in whatever form, that had been furnished to the Consultant, prepared thereby and/or came to her/his possession in any manner whatsoever, during and in the course of her/his engagement with the Company, and shall not enter into the data bases retain and/or make copies thereof in whatever form. 6.4. Consultant acknowledges that any breach of Company for any purpose whatsoever, including, without limitation, review, download, insert, change, delete and/or relocate any information, except as may be necessary in the performance of her/his duties pertaining obligations pursuant to the Company; 9.4.4. Upon termination of his employment, and/or as otherwise requested by Company, he shall promptly deliver to Company all Proprietary Information. For the removal of doubt, it is hereby clarifed that Employee shall be entitled to keep copies of corporate documents signed by him and which relate to his rights, including without limitation, his rights as an employee of this Section 6 would cause the Company and/or as director of substantial damage for which the Company and/or the Parent Company and/or as shareholder and/or holder of Options in the Parent Company. 9.5shall hold them liable. The provisions of this Section 9 6 shall survive termination of this Agreement and shall remain in full force and effect for a period of 3 years thereafter.