Common use of Protection of Nonpublic Information Clause in Contracts

Protection of Nonpublic Information. The Executive hereby acknowledges that (a) during the course of the Executive's employment by the Company the Executive has obtained or will obtain knowledge of and use Confidential Information, as hereinafter defined, (b) public disclosure of such Confidential Information could have an adverse effect on the Consolidated Companies, FIND or its Affiliates and their respective businesses; and (c) the provisions of this Section are reasonable and necessary to prevent the improper use or disclosure of Confidential Information. Both during the Employment Period and at all times thereafter, the Executive (i) shall treat as confidential all Confidential Information, (ii) without the prior written consent of the CEO of FIND, shall not use for any personal purposes, publish, reveal, divulge, transfer or otherwise disclose, or directly or indirectly make available to any party any of such Confidential Information except to such parties that either (a) are employed by, or (b) have signed a confidentiality agreement with respect to such Confidential Information with, the Consolidated Company(ies) which own(s) or has the right to use such Confidential Information, and such parties have a need for such information for purposes that are in the best interest of such Consolidated Company(ies), and (iii) shall not use Confidential Information in any way that is detrimental to the interests of the Consolidated Companies, FIND or its Affiliates. The term "Consolidated Companies" shall mean the Company, Advanced Analytics, Inc., Guideline/Chicago, Inc., Guideline Consulting Corporation and Tabline Data Services, Inc., and their respective subsidiaries and Affiliates as may exist from time to time. The term "Confidential Information" shall mean any and all knowledge relating to the business and affairs of the Consolidated Companies, FIND or its Affiliates, and their respective trade secrets, business methodologies, financial information, customer and personnel information and data, creditors, shareholders, directors, contractors, agents, consultants, employees, terms of contracts, and other confidential or nonpublic information pertaining to the business practices, properties, services, products, ideas, know-how, improvements and developments of the Consolidated Companies, FIND or its Affiliates, conceived, developed or devised by or for the Consolidated Companies, FIND or its Affiliates, that is or is intended by any of them to be of a confidential nature, including, but not limited to, any and all knowledge relating to products, research, development, inventions, manufacture, purchasing, accounting, finances, costs, profit margins, marketing, merchandising, selling, customer lists, customer requirements and personnel, pricing, pricing methods, computer programs and software, databases and data processing and any and all other such knowledge, information and materials, heretofore or hereafter during the term of this Agreement, conceived, designed, created, used or developed by or relating to the Consolidated Companies, FIND or its Affiliates. The term "Confidential Information" shall include the aforementioned items notwithstanding the fact that such information may or may not be explicitly marked as confidential and notwithstanding the fact that such information could be independently developed by third parties. Nothing contained in this Section 4(a), however, shall be construed as imposing restraints upon the Executive's use of any information which is or becomes made publicly available by the Consolidated Companies, FIND or its Affiliates or is or has been rightfully obtained by the Executive from persons other than the Consolidated Companies, FIND or its Affiliates where such persons are under no obligation of trust or confidence to the Consolidated Companies, FIND or its Affiliates. In the event that the Executive is requested or required by subpoena, civil investigative demand or other process to disclose any Confidential Information, the Executive shall promptly notify the Company so that the Company may seek an appropriate protective order or waive compliance with this Agreement. If, failing the entry of a protective order, the Executive is, in the opinion of his counsel, compelled to disclose Confidential Information, the Executive may disclose that portion of the Confidential Information which counsel for the Company advises in writing he is required to disclose.

Protection of Nonpublic Information. The Executive hereby acknowledges that (a) during the course of the Executive's employment by the Company the Executive has obtained or will obtain knowledge of and use Confidential Information, as hereinafter defined, (b) public disclosure of such Confidential Information could have an adverse effect on the Consolidated CompaniesCompany, FIND or its their respective Affiliates and their respective businesses; and (c) the provisions of this Section are reasonable and necessary to prevent the improper use or disclosure of Confidential Information. Both during the Employment Period and at all times thereafter, the Executive (i) shall treat as confidential all Confidential Information, (ii) without the prior written consent of the CEO of FINDor Other Officer, shall not use for any personal purposes, publish, reveal, divulge, transfer or otherwise disclose, or directly or indirectly make available to any party any of such Confidential Information except to such parties that either (a) are employed byby the Company, or (b) have signed a confidentiality agreement with respect to such Confidential Information withwith the Company or (c) are attorneys, accountants or other professional service providers to FIND or the Consolidated Company(ies) which own(s) or has the right to use such Confidential InformationCompany and bound by a duty of client confidentiality, and such parties have a need for such information for purposes that are in the best interest of such Consolidated Company(ies)the Company, and (iii) shall not knowingly use Confidential Information in any way that is detrimental to the interests of the Consolidated CompaniesCompany, FIND or its Affiliates. The term "Consolidated Companies" shall mean the Company, Advanced Analytics, Inc., Guideline/Chicago, Inc., Guideline Consulting Corporation and Tabline Data Services, Inc., and their respective subsidiaries and Affiliates as may exist from time to timeAffiliates. The term "Confidential Information" shall mean any and all knowledge relating to the business and affairs of the Consolidated CompaniesCompany, FIND or its their respective Affiliates, and their respective trade secrets, business methodologies, financial information, customer and personnel information and data, creditors, shareholders, directors, contractors, agents, consultants, employees, terms of contracts, and other confidential or nonpublic information pertaining to the business practices, properties, services, products, ideas, know-how, improvements and developments of the Consolidated CompaniesCompany, FIND or its their respective Affiliates, conceived, developed or devised by or for the Consolidated CompaniesCompany, FIND or its their respective Affiliates, that is or is intended by any of them to be of a confidential nature, including, but not limited to, any and all knowledge relating to products, research, development, inventions, manufacture, purchasing, accounting, finances, costs, profit margins, marketing, merchandising, selling, customer lists, customer requirements and personnel, pricing, pricing methods, computer programs and software, databases and data processing and any and all other such knowledge, information and materials, heretofore or hereafter during the term of this Agreement, conceived, designed, created, used or developed by or relating to the Consolidated CompaniesCompany, FIND or its their respective Affiliates. The term "Confidential Information" shall include the aforementioned items notwithstanding the fact that such information may or may not be explicitly marked as confidential and notwithstanding the fact that such information could be independently developed by third parties. Nothing contained in this Section 4(a), however, shall be construed as imposing restraints upon the Executive's use of any information which is or becomes made publicly available by the Consolidated CompaniesCompany, FIND or its their respective Affiliates or is or has been rightfully obtained by the Executive from persons other than the Consolidated CompaniesCompany, FIND or its their respective Affiliates where such persons are under no obligation of trust or confidence to the Consolidated CompaniesCompany, FIND or its Affiliates. In the event that the Executive is requested or required by subpoena, civil investigative demand or other process to disclose any Confidential Information, the Executive shall promptly notify the Company so that the Company may seek an appropriate protective order or waive compliance with this Agreement. If, failing the entry of a protective order, the Executive is, in the opinion of his counsel, compelled to disclose Confidential Information, the Executive may disclose that portion of the Confidential Information which counsel for the Company advises in writing he is required to disclose.

Protection of Nonpublic Information. The Executive hereby acknowledges that (a) during the course of the Executive's employment by the Company the Executive has obtained or will obtain knowledge of and use Confidential Information, as hereinafter defined, (b) public disclosure of such Confidential Information could have an adverse effect on the Consolidated CompaniesCompany, FIND or its their respective Affiliates and their respective businesses; and (c) the provisions of this Section are reasonable and necessary to prevent the improper use or disclosure of Confidential Information. Both during the Employment Period and at all times thereafter, the Executive (i) shall treat as confidential all Confidential Information, (ii) without the prior written consent of the CEO of FIND, shall not use for any personal purposes, publish, reveal, divulge, transfer or otherwise disclose, or directly or indirectly make available to any party any of such Confidential Information except to such parties that either (a) are employed by, or (b) have signed a confidentiality agreement with respect to such Confidential Information withwith the Company or the Subsidiary, as the Consolidated Company(ies) case may be, which own(s) owns or has the right to use such Confidential Information, and such parties have a need for such information for purposes that are in the best interest of such Consolidated Company(ies)the Company or the Subsidiary, as the case may be, and (iii) shall not use Confidential Information in any way that is detrimental to the interests of the Consolidated CompaniesCompany, FIND or its Affiliates. The term "Consolidated Companies" shall mean the Company, Advanced Analytics, Inc., Guideline/Chicago, Inc., Guideline Consulting Corporation and Tabline Data Services, Inc., and their respective subsidiaries and Affiliates as may exist from time to timeAffiliates. The term "Confidential Information" shall mean any and all knowledge relating to the business and affairs of the Consolidated CompaniesCompany, FIND or its their respective Affiliates, and their respective trade secrets, business methodologies, financial information, customer and personnel information and data, creditors, shareholders, directors, contractors, agents, consultants, employees, terms of contracts, and other confidential or nonpublic information pertaining to the business practices, properties, services, products, ideas, know-how, improvements and developments of the Consolidated CompaniesCompany, FIND or its their respective Affiliates, conceived, developed or devised by or for the Consolidated CompaniesCompany, FIND or its their respective Affiliates, that is or is intended by any of them to be of a confidential nature, including, but not limited to, any and all knowledge relating to products, research, development, inventions, manufacture, purchasing, accounting, finances, costs, profit margins, marketing, merchandising, selling, customer lists, customer requirements and personnel, pricing, pricing methods, computer programs and software, databases and data processing and any and all other such knowledge, information and materials, heretofore or hereafter during the term of this Agreement, conceived, designed, . created, used or developed by or relating to the Consolidated CompaniesCompany, FIND or its their respective Affiliates. The term "Confidential Information" shall include the aforementioned items notwithstanding the fact that such information may or may not be explicitly marked as confidential and notwithstanding the fact that such information could be independently developed by third parties. Nothing contained in this Section 4(a), however, shall be construed as imposing restraints upon the Executive's use of any knowledge or information which is or becomes made publicly available by the Consolidated CompaniesCompany, FIND or its their respective Affiliates or is otherwise general technical know how or information that is in the public domain or has been rightfully obtained by the Executive from persons other than the Consolidated CompaniesCompany, FIND or its their respective Affiliates where such persons are under no obligation of trust or confidence to the Consolidated CompaniesCompany, FIND or its Affiliates. In the event that the Executive is requested or required by subpoena, civil investigative demand or other process to disclose any Confidential Information, the Executive shall promptly notify the Company so that the Company may seek an appropriate protective order or waive compliance with this Agreement. If, failing the entry of a protective order, the Executive is, in the opinion of his counsel, compelled to disclose Confidential Information, the Executive may disclose that portion of the Confidential Information which his counsel for the Company advises in writing he is required to disclose.

Protection of Nonpublic Information. The Executive hereby acknowledges that (a) during the course of the Executive's employment by the Company the Executive has obtained or will obtain knowledge of and use Confidential Information, as hereinafter defined, (b) public disclosure of such Confidential Information could have an adverse effect on the Consolidated Companies, FIND or its Affiliates and their respective businesses; and (c) the provisions of this Section are reasonable and necessary to prevent the improper use or disclosure of Confidential Information. Both during the Employment Period and at all times thereafter, the Executive (i) shall treat as confidential all Confidential Information, (ii) without the prior written consent of the CEO of FIND, shall not use for any personal purposes, publish, reveal, divulge, transfer or otherwise disclose, or directly or indirectly make available to any party any of such Confidential Information except to such parties that either (a) are employed by, or (b) have signed a confidentiality agreement with respect to such Confidential Information with, the Consolidated Company(ies) which own(s) or has the right to use such Confidential Information, and such parties have a need for such information for purposes that are in the best interest of such Consolidated Company(ies), and (iii) shall not use Confidential Information in any way that is detrimental to the interests of the Consolidated Companies, FIND or its Affiliates. The term "Consolidated Companies" shall mean the Company, Advanced Analytics, Inc., Guideline/Chicago, Inc., Guideline Consulting Corporation and Tabline Data Services, Inc., and their respective subsidiaries and Affiliates as may exist from time to time. The term "Confidential Information" shall mean any and all knowledge relating to the business and affairs of the Consolidated Companies, FIND or its Affiliates, and their respective trade secrets, business methodologies, financial information, customer and personnel information and data, creditors, shareholders, directors, contractors, agents, consultants, employees, terms of contracts, and other confidential or nonpublic information pertaining to the business practices, properties, services, products, ideas, know-how, improvements and developments of the Consolidated Companies, FIND or its Affiliates, conceived, developed or devised by or for the Consolidated Companies, FIND or its Affiliates, that is or is intended by any of them to be of a confidential nature, including, but not limited to, any and all knowledge relating to products, research, development, inventions, manufacture, purchasing, accounting, finances, costs, profit margins, marketing, merchandising, selling, customer lists, customer requirements and personnel, pricing, pricing methods, computer programs and software, databases and data processing and any and all other such knowledge, information and materials, heretofore or hereafter during the term of this Agreement, conceived, designed, . created, used or developed by or relating to the Consolidated Companies, FIND or its Affiliates. The term "Confidential Information" shall include the aforementioned items notwithstanding the fact that such information may or may not be explicitly marked as confidential and notwithstanding the fact that such information could be independently developed by third parties. Nothing contained in this Section 4(a), however, shall be construed as imposing restraints upon the Executive's use of any information which is or becomes made publicly available by the Consolidated Companies, FIND or its Affiliates or is or has been rightfully obtained by the Executive from persons other than the Consolidated Companies, FIND or its Affiliates where such persons are under no obligation of trust or confidence to the Consolidated Companies, FIND or its Affiliates. In the event that the Executive is requested or required by subpoena, civil investigative demand or other process to disclose any Confidential Information, the Executive shall promptly notify the Company so that the Company may seek an appropriate protective order or waive compliance with this Agreement. If, failing the entry of a protective order, the Executive is, in the opinion of his counsel, compelled to disclose Confidential Information, the Executive may disclose that portion of the Confidential Information which counsel for the Company advises in writing he is required to disclose.