Common use of Restrictions Respecting Confidential Information Competing Businesses Etc Clause in Contracts

Restrictions Respecting Confidential Information Competing Businesses Etc. 10.1 The Executive acknowledges and agrees that by virtue of the Executive's position and involvement with the business and affairs of the Company and MCY, the Executive will develop substantial expertise and knowledge with respect to all aspects of the business, affairs and operations of the Company and MCY and will have access to significant aspects of the business and operations of the Company and MCY and to Confidential and Proprietary Information (as such term is hereinafter defined). The Executive acknowledges and agrees that the Company will be damaged if the Executive were to breach any of the provisions of this Section 10 or if the Executive were to disclose or make unauthorized use of any Confidential and Proprietary Information. Accordingly, the Executive expressly acknowledges and agrees that the Executive is voluntarily entering into this Agreement and that the terms, provisions and conditions of this Section 10 are fair and reasonable and necessary to adequately protect the Company and its interests and those of its shareholders. 10.2 For purposes of this Agreement, the term "Confidential and Proprietary Information" shall mean any and all (i) confidential or proprietary information or material not in the public domain about or relating to the business, operations, assets, financial condition, plans and/or prospects of the Company or MCY or any of their respective subsidiaries or any of their respective trade secrets, including, without limitation, research and development plans or projects; computer materials such as programs, instructions and printouts and any source codes, object codes and algorithms; formulas; product testing information; business improvements, processes, marketing and selling strategies; strategic business plans (whether pursued or not); budgets; unpublished financial statements; licenses; pricing, pricing strategy and cost data; information regarding the skills and compensation of executives; the identities of clients and potential clients; intellectual property rights and strategies regarding intellectual property including any work on any patents, trademarks, tradenames or universal resource locators, prior to any filing or the use thereof in commerce; financing terms and strategies; the terms of contractual concepts with artists and other third parties, pricing, timing, sales terms, methods, practices, strategies, forecasts; and (ii) any other information, documentation or material not in the public domain by virtue of any action by or on the part of the Executive, the knowledge of which gives or may give the Company, MCY or any of their respective subsidiaries a competitive advantage over any entity not possessing such information. For purposes hereof, the term Confidential and Proprietary Information shall not include any information or material (i) that is known to the general public other than due to a breach of this Agreement by the Executive or (ii) was disclosed to the Executive by a person or entity who the Executive did not reasonably believe was bound to a confidentiality or similar agreement with the Company.

Restrictions Respecting Confidential Information Competing Businesses Etc. 10.1 6.1 The Executive Consultant acknowledges and agrees that by virtue of the ExecutiveConsultant's position and involvement with the business and affairs of the Company and MCYCompany, the Executive Consultant will develop substantial expertise and knowledge with respect to all aspects of the business, affairs and operations of the Company and MCY and will have access to significant aspects of the business and operations of the Company and MCY and to Confidential and Proprietary Information (as such term is hereinafter defined). The Executive Consultant acknowledges and agrees that the Company will be damaged if the Executive Consultant were to breach any of the provisions of this Section 10 6 or if the Executive Consultant were to disclose or make unauthorized use of any Confidential and Proprietary Information. Accordingly, the Executive Consultant expressly acknowledges and agrees that the Executive Consultant is voluntarily entering into this Agreement and that the terms, provisions and conditions of this Section 10 6 are fair and reasonable and necessary to adequately protect the Company and its interests and those of its shareholders. 10.2 6.2 For purposes of this Agreement, the term "Confidential and Proprietary Information" shall mean any and all (i) confidential or proprietary information or material not in the public domain about or relating to the business, operations, assets, financial condition, plans and/or prospects of the Company or MCY or any of their respective subsidiaries or any of their respective its trade secrets, including, without limitation, research and development plans or projects; computer materials such as programs, instructions and printouts and any source codes, object codes and algorithms; formulas; product testing information; limitation business improvements, processes, marketing and selling strategies; strategic business plans (whether pursued or not); budgets; unpublished financial statements; licenses; pricing, pricing strategy and cost data; information regarding the skills and compensation of executivesEmployees; the identities and contact information of clients and potential clients; intellectual property rights and strategies regarding intellectual property including any work on any patents, trademarks, tradenames trademarks or universal resource locators, prior to any filing or the use thereof in commerce; financing terms and strategiestradenames; the terms of contractual concepts with artists clients and other third parties, pricing, timing, sales terms, methods, practices, strategies, forecasts; and (ii) any other information, documentation or material not in the public domain by virtue of any action by or on the part of the ExecutiveConsultant, the knowledge of which gives or may give the Company, MCY or any of their respective subsidiaries Company a competitive advantage over any entity not possessing such information. For purposes hereof, the term Confidential and Proprietary Information shall not include any information or material that (i) that is or becomes known to the general public other than due to a breach of this Agreement by the Executive Consultant, or (ii) is or was disclosed to the Executive Consultant by a person or entity who the Executive Consultant did not reasonably believe was bound to a confidentiality or similar agreement with the Company, or (iii) is currently known to the Consultant other than by reason of disclosure to it by the Company. 6.3 The Consultant hereby covenants and agrees that, while the Consultant is engaged by the Company and thereafter, unless otherwise authorized by the Company’s Board of Directors in writing, the Consultant shall not, directly or indirectly, under any circumstance: (i) disclose to any other person or entity any Confidential and Proprietary Information (other than in the regular course of the Consultant's duties to the Company for the benefit of the Company), other than pursuant to applicable law, regulation or subpoena or with the prior written consent of the Company; (ii) act or fail to act so as to impair the confidential or proprietary nature of any Confidential and Proprietary Information; (iii) use any Confidential and Proprietary Information other than for the sole and exclusive benefit of the Company; or (iv) offer or agree to, or cause or assist in the inception or continuation of, any such disclosure, impairment or use of any Confidential and Proprietary Information. Following the termination of the Consultant’s engagement hereunder, the Consultant shall return all documents, records and other items containing any Confidential and Proprietary Information to the Company (regardless of the medium in which maintained or stored), without retaining any copies, notes or excerpts thereof, or at the request of the Company, shall destroy such documents, records and items (any such destruction to be certified by the Consultant to the Company in writing). Following the termination of the Consultant’s engagement hereunder, the Consultant shall return to the Company any property or assets of the Company in the Consultant's possession.

Restrictions Respecting Confidential Information Competing Businesses Etc. 10.1 (a) The Executive acknowledges and agrees that by virtue of the Executive's position and involvement with the business and affairs of the Company and MCYCompany, the Executive will develop substantial expertise and knowledge with respect to all aspects of the business, affairs and operations of the Company and MCY and will have access to significant aspects of the business and operations of the Company and MCY and to Confidential and Proprietary Information (as such term is hereinafter defined). The Executive acknowledges and agrees that the Company will be damaged if the Executive were to breach any of the provisions of this Section 10 11 or if the Executive were to disclose or make unauthorized use of any Confidential and Proprietary Information. Accordingly, the Executive expressly acknowledges and agrees that the Executive is voluntarily entering into this Agreement and that the terms, provisions and conditions of this Section 10 11 are fair and reasonable and necessary to adequately protect the Company and its interests and those of its shareholders. 10.2 (b) For purposes of this Agreement, the term "Confidential and Proprietary Information" shall mean any and all (i) confidential or proprietary information or material not in the public domain about or relating to the business, operations, assets, financial condition, plans and/or prospects of the Company or MCY or any of their respective subsidiaries or any of their respective trade secrets, including, without limitation, research and development plans or projects; computer materials such as programs, instructions and printouts and any source codes, object codes and algorithms; formulas; product testing information; business improvements, processes, marketing and selling strategies; strategic business plans (whether pursued or not); budgets; unpublished financial statements; licenses; pricing, pricing strategy and cost data; information regarding the skills and compensation of executives; the identities of clients and potential clients; intellectual property rights and strategies regarding intellectual property including any work on any patents, trademarks, tradenames or universal resource locators, prior to any filing or the use thereof in commerce; financing terms and strategies; the terms of contractual concepts with artists and other third parties, pricing, timing, sales terms, methods, practices, strategies, forecasts; and (ii) any other information, documentation or material not in the public domain or in the music industry by virtue of any action by or on the part of the Executive, the knowledge of which gives or may give the Company, MCY or any of their respective subsidiaries a competitive advantage over any entity not possessing such information. For purposes hereof, the term Confidential and Proprietary Information shall not include any information or material (i) that is known to the general public or in the music industry other than due to a breach of this Agreement by the Executive or (ii) was disclosed to the Executive by a person or entity who the Executive did not reasonably believe was bound to a confidentiality or similar agreement with the Company.