Common use of Records and Confidential Data Clause in Contracts

Records and Confidential Data. a. All memoranda, notices, files, records and other documents made or compiled by Employee during the Term in the ordinary course of business or made available to Employee concerning the business of Carlyle (including, without limitation, any “best practices” materials made available to Employee), shall be Employer’s property and shall be delivered to Employer promptly following its request therefor or automatically promptly following the end of the Term. b. Employee acknowledges that, in and as a result of Employee’s employment hereunder, Employee will be making use of and/or acquiring confidential or proprietary information, knowledge and data developed by Carlyle and its affiliates that is of a special and unique nature and value to Carlyle, including, but not limited to, financial, tax, privileged or economic information relating to Carlyle (including, for this purpose, any affiliates, members, partners and employees) or any other confidential or proprietary information relating to the business, strategic, advertising, marketing, trade practices or investment activities of Carlyle or any affiliates, members or any portfolio investments held by any investment fund controlled by Carlyle or its affiliates (collectively, “Confidential Information”). Employee shall not at any time, directly or indirectly, disclose to any Person (other than Carlyle) or use for any purpose other than in accordance with Employee’s employment with Carlyle, any Confidential Information (regardless of whether such information qualifies as a “trade secret” under applicable law) that has been obtained by or disclosed to Employee as a result of Employee’s employment by Employer unless: (i) authorized in writing by Employer; (ii) such information, knowledge or data is or becomes available to the public generally without breach of this Section 8; (iii) disclosure is required to be made pursuant to an order of any court or government agency, subpoena or legal process; (iv) disclosure is made to officers, directors or affiliates of Employer or Carlyle (and the officers and directors of such affiliates) or to auditors, counsel, or other professional advisors to Employer or Carlyle; or (v) disclosure is required by a court, mediator or arbitrator in connection with any litigation or dispute between Employer and Employee. Employee shall immediately supply Employer with a copy of any legal process delivered to Employee requesting Confidential Information. Prior to any disclosure of Confidential Information, Employee shall seek to obtain an order reasonably acceptable to Employer protecting the confidentiality of such information (and shall not disclose such Confidential Information until such a protective order satisfactory to Employer has been obtained), and notify Employer as soon as reasonably practicable (and in any event at least ten (10) business days in advance of disclosing such Confidential Information) of such disclosure. Employee agrees that Employee’s obligations under this Section 8 may be enforced by specific performance and that breaches or prospective breaches of this Section 8 may be enjoined. c. Employee will not disclose publicly any information about Xxxxxxx’x private placement fundraising efforts, or the name of any fund vehicle that has not had a final closing of commitments, and will not discuss (or authorize others to discuss) any such private placement fundraising information with any reporter or representative of any press or other public media. d. Employee represents that Employee’s execution and delivery of this Agreement to Employer as of the Effective Date does not and that Employee’s commencement of Employee’s employment by Employer on the Commencement Date will not violate or breach any non-competition agreement to which Employee is a party with any former employer in a manner that could result in the application of injunctive relief. e. Notwithstanding any other provision of this Agreement: (i) no provision of this Agreement prohibits or restricts any employee from reporting possible violations of law or other whistleblower information to a government regulator or governmental agency (including the right to receive an award for information provided to any such government agencies); (ii) Xxxxxxx’x consent is not required for such disclosure to a regulator or governmental agency; and (iii) notice to Carlyle is not required in the case of such whistleblower disclosure to a government regulator or government agency. Notwithstanding the foregoing, under no circumstance is Employee authorized to disclose information covered by Xxxxxxx’x attorney-client privilege or attorney work product without Xxxxxxx’x prior written consent. f. The obligations under this Section 8 shall survive the termination or expiration of this Agreement and any termination of Employee’s employment.

Records and Confidential Data. a. All memoranda, notices, files, records and other documents made or compiled by Employee during the Term in the ordinary course of business (other than business cards and names and contact information retained in Employee’s rolodex), or made available to Employee concerning the business of Carlyle (including, without limitation, any “best practices” materials made available to Employee), shall be Employer’s 's property and shall be delivered to Employer promptly following at its request therefor or automatically promptly following on the end termination of the Termthis Agreement. b. Employee acknowledges that, in and as a result of Employee’s employment hereunder, Employee will be making use of and/or acquiring confidential or proprietary information, knowledge and data information developed by Carlyle and its affiliates that is of a special and unique nature and value to Carlyle, including, but not limited to, financial, tax, privileged or economic information relating the nature and material terms of business opportunities and proposals available to Carlyle and financial records of Xxxxxxx, Xxxxxxx investment funds, and investors in such funds (including, for this purpose, any affiliates, members, partners and employees) or any other confidential or proprietary information relating to the business, strategic, advertising, marketing, trade practices or investment activities of Carlyle or any affiliates, members or any portfolio investments held by any investment fund controlled by Carlyle or its affiliates (collectively, “"Confidential Information”"). Employee shall not at any time, directly or indirectly, disclose to any Person person (other than Carlyle) or use for any purpose other of than in accordance with Employee’s employment with Carlyle, Carlyle any Confidential Information (regardless of whether such information qualifies as a “trade secret” under applicable law) that which has been obtained by or disclosed to Employee as a result of Employee’s employment by Employer unless: unless (i) authorized in writing by Employer; , (ii) such information, knowledge or data is or becomes available to the public generally without breach of this Section 8; 7b, (iii) disclosure is required to be made pursuant to an order of any court or government agency, subpoena or legal process; (iv) disclosure is made to officers, directors or affiliates of Employer or Carlyle (and the officers and directors of such affiliates) or ), and to auditors, counsel, or and other professional advisors to Employer or Carlyle; Carlyle or (v) disclosure is required by to a court, mediator or arbitrator in connection with any litigation or dispute between Employer and Employee. Employee shall immediately supply Employer with a copy of any legal process delivered to Employee requesting Confidential Information. Prior to any disclosure of Confidential Information, Employee shall notify Employer and shall permit Employer to seek to obtain an order reasonably acceptable to Employer protecting the confidentiality of such information (and shall not disclose such Confidential Information until such a protective order satisfactory to Employer has been obtained), and notify Employer as soon as reasonably practicable (and in any event at least ten (10) business days in advance of disclosing such Confidential Information) of such disclosureinformation. Employee agrees that Employee’s obligations under this Section 8 7b may be enforced by specific performance and that breaches or prospective breaches of this Section 8 7b may be enjoined. c. Employee will not disclose publicly any information about Xxxxxxx’x private placement discuss Carlyle’s fundraising efforts, or the name of any fund vehicle that has not had a final closing of commitments, and will not discuss (or authorize others to discuss) any such private placement fundraising information with any reporter or representative of any press or other public media. d. Employee represents that Employee’s execution and delivery of this Agreement to employment by Employer as of the Effective Date does not and that Employee’s commencement of will not breach any agreement with any former employer, including any non-compete agreement or any agreement to keep in confidence or refrain from using information acquired by Employee prior to Employee’s employment by Employer on the Commencement Date Employer. During Employee’s employment by Employer, Employee agrees that Employee will not violate or breach any non-competition agreement to which solicitation agreements Employee is a party entered into with any former employer in a manner that could result in the application of injunctive relief. e. Notwithstanding any other provision of this Agreement: (i) no provision of this Agreement prohibits or restricts any employee from reporting possible violations of law or other whistleblower counter-party) or improperly make use of, or disclose, any information to a government regulator or governmental agency (including trade secrets of any former employer or other third party, nor will Employee bring onto the right to receive an award for information provided premises of Employer or use any unpublished documents or any property belonging to any such government agencies); (ii) Xxxxxxx’x consent is not required for such disclosure to a regulator former employer or governmental agency; and (iii) notice to Carlyle is not required other third party, in the case violation of such whistleblower disclosure to a government regulator any lawful agreements with that former employer or government agencythird party. Notwithstanding the foregoing, under no circumstance is Employee authorized to disclose information covered by Xxxxxxx’x attorney-client privilege or attorney work product without Xxxxxxx’x prior written consent. f. The obligations under this Section 8 7 shall survive the termination or expiration of this Agreement and any termination of Employee’s employment.

Records and Confidential Data. a. All memoranda, notices, files, records and other documents made or compiled by Employee during the Term in the ordinary course of business (other than business cards and names and contact information retained in Employee’s rolodex), or made available to Employee concerning the business of Carlyle (including, without limitation, any “best practices” materials made available to Employee), shall be Employer’s 's property and shall be delivered to Employer promptly following at its request therefor or automatically promptly following on the end termination of the Termthis Agreement. b. Employee acknowledges that, in and as a result of Employee’s employment hereunder, Employee will be making use of and/or acquiring confidential or proprietary information, knowledge and data information developed by Carlyle and its affiliates that is of a special and unique nature and value to Carlyle, including, but not limited to, financial, tax, privileged or economic information relating the nature and material terms of business opportunities and proposals available to Carlyle and financial records of Xxxxxxx, Xxxxxxx investment funds, and investors in such funds (including, for this purpose, any affiliates, members, partners and employees) or any other confidential or proprietary information relating to the business, strategic, advertising, marketing, trade practices or investment activities of Carlyle or any affiliates, members or any portfolio investments held by any investment fund controlled by Carlyle or its affiliates (collectively, “"Confidential Information”"). Employee shall not at any time, directly or indirectly, disclose to any Person person (other than Carlyle) or use for any purpose other of than in accordance with Employee’s employment with Carlyle, Carlyle any Confidential Information (regardless of whether such information qualifies as a “trade secret” under applicable law) that which has been obtained by or disclosed to Employee as a result of Employee’s employment by Employer unless: unless (i) authorized in writing by Employer; , (ii) such information, knowledge or data is or becomes available to the public generally without breach of this Section 8; 7b, (iii) disclosure is required to be made pursuant to an order of any court or government agency, subpoena or legal process; (iv) disclosure is made to officers, directors or affiliates of Employer or Carlyle (and the officers and directors of such affiliates) or ), and to auditors, counsel, or and other professional advisors to Employer or Carlyle; Carlyle or (v) disclosure is required by to a court, mediator or arbitrator in connection with any litigation or dispute between Employer and Employee. Employee shall immediately supply Employer with a copy of any legal process delivered to Employee requesting Confidential Information. Prior to any disclosure of Confidential Information, Employee shall notify Employer and shall permit Employer to seek to obtain an order reasonably acceptable to Employer protecting the confidentiality of such information (and shall not disclose such Confidential Information until such a protective order satisfactory to Employer has been obtained), and notify Employer as soon as reasonably practicable (and in any event at least ten (10) business days in advance of disclosing such Confidential Information) of such disclosureinformation. Employee agrees that Employee’s obligations under this Section 8 7b may be enforced by specific performance and that breaches or prospective breaches of this Section 8 7b may be enjoined. c. Employee will not disclose publicly any information about Xxxxxxx’x Carlyle’s private placement fundraising efforts, or the name of any fund vehicle that has not had a final closing of commitments, and will not discuss (or authorize others to discuss) any such private placement fundraising information with any reporter or representative of any press or other public media. d. Employee represents that Employee’s execution and delivery of this Agreement to employment by Employer as of the Effective Date does not and that Employee’s commencement of will not breach any agreement with any former employer, including any non-compete agreement or any agreement to keep in confidence or refrain from using information acquired by Employee prior to Employee’s employment by Employer on the Commencement Date Employer. During Employee’s employment by Employer, Employee agrees that Employee will not violate or breach any non-competition agreement to which solicitation agreements Employee is a party entered into with any former employer in a manner that could result in the application of injunctive relief. e. Notwithstanding any other provision of this Agreement: (i) no provision of this Agreement prohibits or restricts any employee from reporting possible violations of law or other whistleblower counter-party) or improperly make use of, or disclose, any information to a government regulator or governmental agency (including trade secrets of any former employer or other third party, nor will Employee bring onto the right to receive an award for information provided premises of Employer or use any unpublished documents or any property belonging to any such government agencies); (ii) Xxxxxxx’x consent is not required for such disclosure to a regulator former employer or governmental agency; and (iii) notice to Carlyle is not required other third party, in the case violation of such whistleblower disclosure to a government regulator any lawful agreements with that former employer or government agencythird party. Notwithstanding the foregoing, under no circumstance is Employee authorized to disclose information covered by Xxxxxxx’x attorney-client privilege or attorney work product without Xxxxxxx’x prior written consent. f. The obligations under this Section 8 7 shall survive the termination or expiration of this Agreement and any termination of Employee’s employment.

Records and Confidential Data. a. All memoranda, notices, files, records and other documents made or compiled by Employee during the Term in the ordinary course of business (other than business cards and names and contact information retained in Employee’s rolodex), or made available to Employee concerning the business of Carlyle (including, without limitation, any “best practices” materials made available to Employee), shall be Employer’s property and shall be delivered to Employer promptly following at its request therefor or automatically promptly following on the end termination of the Termthis Agreement. b. Employee acknowledges that, in and as a result of Employee’s employment hereunder, Employee will be making use of and/or acquiring confidential or proprietary information, knowledge and data information developed by Carlyle and its affiliates that is of a special and unique nature and value to Carlyle, including, but not limited to, financial, tax, privileged or economic information relating the nature and material terms of business opportunities and proposals available to Carlyle and financial records of Xxxxxxx, Xxxxxxx investment funds, and investors in such funds (including, for this purpose, any affiliates, members, partners and employees) or any other confidential or proprietary information relating to the business, strategic, advertising, marketing, trade practices or investment activities of Carlyle or any affiliates, members or any portfolio investments held by any investment fund controlled by Carlyle or its affiliates (collectively, “Confidential Information”). Employee shall not at any time, directly or indirectly, disclose to any Person person (other than Carlyle) or use for any purpose other of than in accordance with Employee’s employment with Carlyle, Carlyle any Confidential Information (regardless of whether such information qualifies as a “trade secret” under applicable law) that which has been obtained by or disclosed to Employee as a result of Employee’s employment by Employer unless: unless (i) authorized in writing by Employer; , (ii) such information, knowledge or data is or becomes available to the public generally without breach of this Section 8; 7b, (iii) disclosure is required to be made pursuant to an order of any court or government agency, subpoena or legal process; (iv) disclosure is made to officers, directors or affiliates of Employer or Carlyle (and the officers and directors of such affiliates) or ), and to auditors, counsel, or and other professional advisors to Employer or Carlyle; Carlyle or (v) disclosure is required by to a court, mediator or arbitrator in connection with any litigation or dispute between Employer and Employee. Employee shall immediately supply Employer with a copy of any legal process delivered to Employee requesting Confidential Information. Prior to any disclosure of Confidential Information, Employee shall notify Employer and shall permit Employer to seek to obtain an order reasonably acceptable to Employer protecting the confidentiality of such information (and shall not disclose such Confidential Information until such a protective order satisfactory to Employer has been obtained), and notify Employer as soon as reasonably practicable (and in any event at least ten (10) business days in advance of disclosing such Confidential Information) of such disclosureinformation. Employee agrees that Employee’s obligations under this Section 8 7b may be enforced by specific performance and that breaches or prospective breaches of this Section 8 7b may be enjoined. c. Employee will not disclose publicly any information about Xxxxxxx’x private placement discuss Carlyle’s fundraising efforts, or the name of any fund vehicle that has not had a final closing of commitments, and will not discuss (or authorize others to discuss) any such private placement fundraising information with any reporter or representative of any press or other public media. d. Employee represents that Employee’s execution and delivery of this Agreement to employment by Employer as of the Effective Date does not and that Employee’s commencement of will not breach any agreement with any former employer, including any non-compete agreement or any agreement to keep in confidence or refrain from using information acquired by Employee prior to Employee’s employment by Employer on the Commencement Date Employer. During Employee’s employment by Employer, Employee agrees that Employee will not violate or breach any non-competition agreement to which solicitation agreements Employee is a party entered into with any former employer in a manner that could result in the application or improperly make use of, or disclose, any information or trade secrets of injunctive relief. e. Notwithstanding any other provision of this Agreement: (i) no provision of this Agreement prohibits or restricts any employee from reporting possible violations of law former employer or other whistleblower information to a government regulator third party, nor will Employee bring onto the premises of Employer or governmental agency (including the right to receive an award for information provided use any unpublished documents or any property belonging to any such government agencies); (ii) Xxxxxxx’x consent is not required for such disclosure to a regulator former employer or governmental agency; and (iii) notice to Carlyle is not required other third party, in the case violation of such whistleblower disclosure to a government regulator any lawful agreements with that former employer or government agencythird party. Notwithstanding the foregoing, under no circumstance is Employee authorized to disclose information covered by Xxxxxxx’x attorney-client privilege or attorney work product without Xxxxxxx’x prior written consent. f. The obligations under this Section 8 7 shall survive the termination or expiration of this Agreement and any termination of Employee’s employment.

Records and Confidential Data. a. All memoranda, notices, files, records and other documents made or compiled by Employee during the Term in the ordinary course of business (other than business cards and names and contact information retained in Employee’s rolodex), or made available to Employee concerning the business of Carlyle (including, without limitation, any “best practices” materials made available to Employee), shall be Employer’s property and shall be delivered to Employer promptly following at its request therefor or automatically promptly following on the end termination of the Termthis Agreement. b. Employee acknowledges that, in and as a result of Employee’s employment hereunder, Employee will be making use of and/or acquiring confidential or proprietary information, knowledge and data information developed by Carlyle and its affiliates that is of a special and unique nature and value to Carlyle, including, but not limited to, financial, tax, privileged or economic information relating the nature and material terms of business opportunities and proposals available to Carlyle and financial records of Xxxxxxx, Xxxxxxx investment funds, and investors in such funds (including, for this purpose, any affiliates, members, partners and employees) or any other confidential or proprietary information relating to the business, strategic, advertising, marketing, trade practices or investment activities of Carlyle or any affiliates, members or any portfolio investments held by any investment fund controlled by Carlyle or its affiliates (collectively, “Confidential Information”). Employee shall not at any time, directly or indirectly, disclose to any Person person (other than Carlyle) or use for any purpose other than in accordance with Employee’s employment with Carlyle, any Confidential Information (regardless of whether such information qualifies as a “trade secret” under applicable law) that which has been obtained by or disclosed to Employee as a result of Employee’s employment by Employer unless: unless (i) authorized in writing by Employer; , (ii) such information, knowledge or data is or becomes available to the public generally without breach of this Section 8; 7b, (iii) disclosure is required to be made pursuant to an order of any court or government agency, subpoena or legal process; (iv) disclosure is made to officers, directors or affiliates of Employer or Carlyle (and the officers and directors of such affiliates) or ), and to auditors, counsel, or and other professional advisors to Employer or Carlyle; Carlyle or (v) disclosure is required by to a court, mediator or arbitrator in connection with any litigation or dispute between Employer and Employee. Employee shall immediately supply Employer with a copy of any legal process delivered to Employee requesting Confidential Information. Prior to any disclosure of Confidential Information, Employee shall notify Employer and shall permit Employer to seek to obtain an order reasonably acceptable to Employer protecting the confidentiality of such information (and shall not disclose such Confidential Information until such a protective order satisfactory to Employer has been obtained), and notify Employer as soon as reasonably practicable (and in any event at least ten (10) business days in advance of disclosing such Confidential Information) of such disclosureinformation. Employee agrees that Employee’s obligations under this Section 8 7b may be enforced by specific performance and that breaches or prospective breaches of this Section 8 7b may be enjoined. c. Employee will not disclose publicly any information about Xxxxxxx’x private placement discuss Employer’s fundraising efforts, or the name of any fund vehicle that has not had a final closing of commitments, and will not discuss (or authorize others to discuss) any such private placement fundraising information with any reporter or representative of any press or other public media. d. Employee represents that Employee’s execution and delivery of this Agreement to employment by Employer as of the Effective Date does not and that Employee’s commencement of will not breach any confidentiality agreement with any former employer, including any agreement to keep in confidence or refrain from using information acquired by Employee prior to Employee’s employment by Employer on the Commencement Date Employer. During Employee’s employment by Employer, Employee agrees that Employee will not violate or breach any non-competition agreement to which solicitation agreements Employee is a party entered into with any former employer or improperly make use of, or disclose, any information or trade secrets of any former employer or other third party, nor will Employee bring onto the premises of Employer or use any unpublished documents or any property belonging to any former employer or other third party, in a manner violation of any lawful agreements with that could result former employer or third party. Employee agrees that Employer shall have no responsibility of liability to Employee or any other Person in the application of injunctive relief. e. Notwithstanding any other event it is determined that the provision of this Agreement: (i) no services to Employer hereunder violates any non-compete provision of this Agreement prohibits or restricts any employee from reporting possible violations of law or other whistleblower information to a government regulator or governmental agency (including the right to receive an award for information provided to any such government agencies); (ii) Xxxxxxx’x consent is not required for such disclosure to a regulator or governmental agency; between Employer and (iii) notice to Carlyle is not required in the case of such whistleblower disclosure to a government regulator or government agencyhis former employer. Notwithstanding the foregoing, under no circumstance is Employee authorized to disclose information covered by Xxxxxxx’x attorney-client privilege or attorney work product without Xxxxxxx’x prior written consent. f. The obligations under this Section 8 7 shall survive the termination or expiration of this Agreement and any termination of Employee’s employment.