Common use of Stockholders' Covenant Clause in Contracts

Stockholders' Covenant. The Stockholders recognize and acknowledge ---------------------- that they had in the past, currently have, and in the future may possibly have, access to certain confidential information of the Company, the other Founding Companies, the Company Subsidiaries and/or Compass, such as strategic plans, systems, operational policies, marketing plans, and pricing and cost policies that are valuable, special and unique assets of the Company's, the other Founding Companies', the Company Subsidiaries' and/or Compass' respective businesses. The Stockholders agree that they will not disclose such confidential information to any person, firm, corporation, association or other entity for any purpose or reason whatsoever, except (a) to authorized representatives of Compass, (b) following the Closing, such information may be disclosed by the Stockholders as is required in the course of performing their duties to Compass, (c) to counsel and other advisers, provided that such advisers (other than counsel) agree to the confidentiality provisions of this Section 13.1, ------------ (d) such information becomes known to the public generally through no fault of the Stockholders, (e) disclosure is required by law or the order of any governmental authority under color of law, provided that prior to disclosing any information pursuant to this clause (ii), the Stockholder shall, if possible, give prior written notice thereof to Compass and provide Compass with the opportunity to contest such disclosure, (f) the disclosing party reasonably believes that such disclosure is required in connection with the defense of a lawsuit against the disclosing party, or (g) pursuant to this Agreement or the Other Stock Purchase Agreements. In the event of a breach or threatened breach by any of the Stockholders of the provisions of this Section 13.1, Compass shall be entitled to an injunction ------------ restraining such Stockholders from disclosing, in whole or in part, such confidential information. Nothing herein shall be construed as prohibiting Compass from pursuing any other available remedy for such breach or threatened breach, including the recovery of damages.

Stockholders' Covenant. The Stockholders recognize and acknowledge ---------------------- ----------------------- that they had in the past, currently have, and in the future may possibly have, access to certain confidential information of the Company, the other Founding Companies, the Company Subsidiaries and/or Compass, such as strategic plans, systems, operational policies, marketing plans, and pricing and cost policies that are valuable, special and unique assets of the Company's, the other Founding Companies', the Company Subsidiaries' and/or Compass' respective businesses. The Stockholders agree that they will not disclose such confidential information to any person, firm, corporation, association or other entity for any purpose or reason whatsoever, except (a) to authorized representatives of Compass, (b) following the Closing, such information may be disclosed by the Stockholders as is required in the course of performing their duties to Compass, (c) to counsel and other advisers, provided that such advisers (other than counsel) agree to the confidentiality provisions of this Section 13.1, ------------ (d) such information becomes known to the public generally through no fault of the Stockholders, (e) disclosure is required by law or the order of any governmental authority under color of law, provided that prior to disclosing any information pursuant to this clause (ii), the Stockholder shall, if possible, give prior written notice thereof to Compass and provide Compass with the opportunity to contest such disclosure, (f) the disclosing party reasonably believes that such disclosure is required in connection with the defense of a lawsuit against the disclosing party, or (g) pursuant to this Agreement or the Other Stock Purchase Agreements. In the event of a breach or threatened breach by any of the Stockholders of the provisions of this Section 13.1, Compass shall be entitled to an injunction ------------ restraining such Stockholders from disclosing, in whole or in part, such confidential information. Nothing herein shall be construed as prohibiting Compass from pursuing any other available remedy for such breach or threatened breach, including the recovery of damages.

Stockholders' Covenant. The Stockholders recognize and acknowledge ---------------------- that they had in the past, currently have, and in the future may possibly have, access to certain confidential information of the Company, the other Founding Companies, the Company Subsidiaries and/or CompassCenterPoint, such as strategic plans, systems, operational policies, marketing plans, and pricing and cost policies that are valuable, special and unique assets of the Company's, the other Founding Companies', the Company Subsidiaries' and/or Compass' CenterPoint's respective businesses. The Stockholders agree that they will not disclose such confidential information to any personPerson, firm, corporation, association or other entity for any purpose or reason whatsoever, except (a) to authorized representatives of CompassCenterPoint, (b) following the Closing, such information may be disclosed by the Stockholders as is required in the course of performing their duties to Compass,CenterPoint, and (c) to counsel and other advisers, provided that such advisers (other than counsel) agree to the confidentiality provisions of this Section 13.114.1, ------------------------ unless (di) such information becomes known to the public generally through no fault of the Stockholders, (eii) disclosure is required by law or the order of any governmental authority under color of law, provided that prior to disclosing any information pursuant to this clause (ii), the Stockholder shall, if possible, give prior written notice thereof to Compass CenterPoint and provide Compass CenterPoint with the opportunity to contest such disclosure,, or (fiii) the disclosing party reasonably believes that such disclosure is required in connection with the defense of a lawsuit against the disclosing party, or (g) pursuant to this Agreement or the Other Stock Purchase Agreements. In the event of a breach or threatened breach by any of the Stockholders of the provisions of this Section 13.114.1, Compass CenterPoint shall be entitled to an injunction ------------ restraining such Stockholders from disclosing, in whole or in part, such confidential information. Nothing herein shall be construed as prohibiting Compass CenterPoint from pursuing any other available remedy for such breach or threatened breach, including the recovery of damages.

Stockholders' Covenant. The Stockholders recognize and ---------------------- acknowledge ---------------------- that they had in the past, currently have, and in the future may possibly have, access to certain confidential information of the Company, the other Founding Companies, the Company Subsidiaries Founding Companies and/or CompassCenterPoint, such as strategic plans, systems, operational policies, marketing plans, relationships with policyholders, sales and marketing techniques, customer lists and potential customer lists, expiration data and pricing and cost policies that are valuable, special and unique assets of each of the Company's, the other Founding Companies', the Company SubsidiariesFounding Companies' and/or Compass' CenterPoint's respective businesses. The Stockholders agree that they will not disclose such confidential information to any person, firm, corporation, association or other entity for any purpose or reason whatsoever, except (a) to authorized representatives of CompassCenterPoint, (b) following the Closing, such information may be disclosed by the Stockholders as is required in the course of performing their duties to Compass,CenterPoint, and (c) to counsel and other advisers, provided that such advisers (other than counsel) agree to the confidentiality provisions of this Section 13.114.1, unless ------------ (di) such information becomes known to the public generally through no fault of the Stockholders, (eii) disclosure is required by law or the order of any governmental authority under color of law, provided that prior to disclosing any information pursuant to this clause (ii), the Stockholder shall, if possible, give prior written notice thereof to Compass CenterPoint and provide Compass CenterPoint with the opportunity to contest such disclosure,, or (fiii) the disclosing party reasonably believes that such disclosure is required in connection with the defense of a lawsuit against the disclosing party, or (g) pursuant to this Agreement or the Other Stock Purchase Agreements. In the event of a breach or threatened breach by any of the Stockholders of the provisions of this Section 13.114.1, Compass CenterPoint shall be entitled to an injunction ------------ restraining such Stockholders from disclosing, in whole or in part, such confidential information. Nothing herein shall be construed as prohibiting Compass CenterPoint from pursuing any other available remedy for such breach or threatened breach, including the recovery of damages.