Common use of Trade Secrets and Proprietary Information Clause in Contracts

Trade Secrets and Proprietary Information. (a) Executive recognizes and acknowledges that the Company, through the expenditure of considerable time and money, has developed and will continue to develop in the future information concerning customers, clients, marketing, products, services, business, research and development activities and operational methods of the Company and its customers or clients, contracts, financial or other data, technical data or any other confidential or proprietary information possessed, owned or used by the Company, the disclosure of which could or does have a material adverse effect on the Company, its businesses, any business in which it proposes to engage, its operations, financial condition or prospects and that the same are confidential and proprietary and considered “confidential information” of the Company for the purposes of this Agreement. In consideration of her employment, Executive agrees that she will not, without the consent of the Board make any disclosure of confidential information to any person, partnership, corporation or entity either during or after employment with the company, except that nothing in this Agreement shall be construed to prohibit Executive from using or disclosing (a) if such disclosure is necessary in the normal course of the Company’s business in accordance with policies or instructions or authorization from the Board, (b) Executive can demonstrate that such information shall have (i) become public knowledge other than by or as a result of disclosure by a person not having a right to make such disclosure, (ii) been developed by Executive independent of any of the Company’s confidential or proprietary information or (iii) been disclosed to Executive by a person not subject to a confidentiality agreement with or other obligation of confidentiality to the Company. (b) In the event that any confidential information is required to be produced by Executive pursuant to legal process, Executive shall give the Company notice of such legal process within a reasonable time, but not later than ten business days prior to the date such disclosure is to be made, unless Executive has received less notice, in which event Executive shall immediately notify the Company. The Company shall have the right to object to any such disclosure, and if the Company objects (at the Company’s cost and expense) in a timely manner so that Executive is not subject to penalties for failure to make such disclosure, Executive shall not make any disclosure until there has been a court determination on the Company’s objections. If disclosure is required by a court order, final beyond right of review, or if the Company does not object to the disclosure, Executive shall make disclosure only to the extent that disclosure is required by the court order, and Executive will exercise reasonable efforts at the Company’s expense, to obtain reliable assurance that confidential treatment will be accorded the Confidential Information. (c) Executive shall, upon expiration or termination of employment, or earlier at the request of the Company, turn over to the Company or destroy all documents, papers, computer disks or other material in Executive’s possession or under Executive’s control which may contain or be derived from confidential information. To the extent that any confidential information is on Executive’s hard drive or other storage media, he shall, upon the request of the Company, cause either such information to be erased from her computer disks and all other storage media or otherwise take reasonable steps to maintain the confidential nature of the material. (d) Executive further realizes that any trading in the Company’s common stock or other securities or aiding or assisting others in trading in the Company’s common stock or other securities, including disclosing any non-public information concerning the Company to a person who uses such information in trading in the Company’s common stock or other securities, constitutes a violation of federal and state securities laws. Executive will not engage in any transactions involving the Company’s common stock or other securities while in the possession of material non-public information. (e) For the purposes of Sections 6, 7, 8 and 9 of this Agreement, the term “Company” shall include PHARMA-BIO SERV PR, INC., and its subsidiaries and affiliates.

Trade Secrets and Proprietary Information. (a) Executive recognizes and acknowledges that the Company, through the expenditure of considerable time and money, has developed and will continue to develop in the future information concerning customers, clients, marketing, products, services, business, research and development activities and operational methods of the Company and its customers or clients, contracts, financial or other data, technical data or any other confidential or proprietary information possessed, owned or used by the Company, the disclosure of which could or does have a material adverse effect on the Company, its businesses, any business in which it proposes to engage, its operations, financial condition or prospects and that the same are confidential and proprietary and considered “"confidential information” " of the Company for the purposes of this Agreement. In consideration of her employmentemployment during the Term, Executive agrees that she will not, during or after the Term, without the consent of the Board make any disclosure of confidential information to any person, partnership, corporation or entity either during or after employment with the companyTerm, except that nothing in this Agreement shall be construed to prohibit Executive from using or disclosing (a) if such disclosure is necessary in the normal course of the Company’s 's business in accordance with policies or instructions or authorization from the Board, (b) Executive can demonstrate that such information shall have (i) become public knowledge other than by or as a result of disclosure by a person not having a right to make such disclosure, (ii) been developed by Executive independent of any of the Company’s 's confidential or proprietary information or (iii) been disclosed to Executive by a person not subject to a confidentiality agreement with or other obligation of confidentiality to the Company. (b) In the event that any confidential information is required to be produced by Executive pursuant to legal process, Executive shall give the Company notice of such legal process within a reasonable time, but not later than ten business days prior to the date such disclosure is to be made, unless Executive has received less notice, in which event Executive shall immediately notify the Company. The Company shall have the right to object to any such disclosure, and if the Company objects (at the Company’s 's cost and expense) in a timely manner so that Executive is not subject to penalties for failure to make such disclosure, Executive shall not make any disclosure until there has been a court determination on the Company’s 's objections. If disclosure is required by a court order, final beyond right of review, or if the Company does not object to the disclosure, Executive shall make disclosure only to the extent that disclosure is required by the court order, and Executive will exercise reasonable efforts at the Company’s 's expense, to obtain reliable assurance that confidential treatment will be accorded the Confidential Information. (c) Executive shall, upon expiration or termination of employmentthe Term, or earlier at the request of the Company, turn over to the Company or destroy all documents, papers, computer disks or other material in Executive’s 's possession or under Executive’s 's control which may contain or be derived from confidential information. To the extent that any confidential information is on Executive’s 's hard drive or other storage media, he she shall, upon the request of the Company, cause either such information to be erased from her computer disks and all other storage media or otherwise take reasonable steps to maintain the confidential nature of the material. (d) Executive further realizes that any trading in the Company’s LCG's common stock or other securities or aiding or assisting others in trading in the Company’s LCG's common stock or other securities, including disclosing any non-public information concerning LCG and the Company to a person who uses such information in trading in the Company’s LCG's common stock or other securities, constitutes a violation of federal and state securities laws. Executive will not engage in any transactions involving the Company’s LCG's common stock or other securities while in the possession of material non-public information. (e) For the purposes of Sections 6, 7, 8 and 9 of this Agreement, the term “"Company” " shall include PHARMA-BIO SERV PRLCG, INC.the Company, and its their subsidiaries and affiliates.

Trade Secrets and Proprietary Information. (a) Executive recognizes Consultant and acknowledges Plaza recognize and acknowledge that the Company, through the expenditure of considerable time and money, has developed and will continue to develop in the future information concerning customers, clients, marketing, products, services, business, research and development activities and operational methods of the Company and its customers or clients, contracts, financial or other data, technical data or any other confidential or proprietary information possessed, owned or used by the Company, the disclosure of which could or does have a material adverse effect on the Company, its businesses, any business in which it proposes to engage, its operations, financial condition or prospects and that the same are confidential and proprietary and considered “confidential information” of the Company for the purposes of this Agreement. In consideration of her employment, Executive agrees Consultant and Plaza agree that she they will not, during or after the Term of this Agreement, without the consent of the Board make any disclosure of confidential information to any person, partnership, corporation or entity either during or after employment with the companyTerm of this Agreement, except that nothing in this Agreement shall be construed to prohibit Executive Consultant or Plaza from using or disclosing (a) if such disclosure is necessary in the normal course of the Company’s business in accordance with policies or instructions or authorization from the Board, (b) Executive Consultant or Plaza can demonstrate that such information shall have (i) become public knowledge other than by or as a result of disclosure by a person not having a right to make such disclosure, (ii) been developed by Executive Consultant or Plaza independent of any of the Company’s confidential or proprietary information or (iii) been disclosed to Executive Consultant or Plaza by a person not subject to a confidentiality agreement with or other obligation of confidentiality to the Company. (b) In the event that any confidential information is required to be produced by Executive Consultant or Plaza pursuant to legal process, Executive Consultant or Plaza shall give the Company notice of such legal process within a reasonable time, but not later than ten business days prior to the date such disclosure is to be made, unless Executive Consultant or Plaza has received less notice, in which event Executive Consultant or Plaza shall immediately notify the Company. The Company shall have the right to object to any such disclosure, and if the Company objects (at the Company’s cost and expense) in a timely manner so that Executive Consultant or Plaza is not subject to penalties for failure to make such disclosure, Executive Consultant or Plaza shall not make any disclosure until there has been a court determination on the Company’s objections. If disclosure is required by a court order, final beyond right of review, or if the Company does not object to the disclosure, Executive Consultant or Plaza shall make disclosure only to the extent that disclosure is required by the court order, and Executive Consultant or Plaza will exercise reasonable efforts at the Company’s expense, to obtain reliable assurance that confidential treatment will be accorded the Confidential Informationconfidential information. (c) Executive Neither Consultant nor Plaza shall, upon expiration or termination of employmentthe Term, or earlier at the request of the Company, turn over to the Company or destroy all documents, papers, computer disks or other material in ExecutiveConsultant’s or Plaza’s possession or under ExecutiveConsultant’s or Plaza’s control which may contain or be derived from confidential information. To the extent that any confidential information is on ExecutiveConsultant’s or Plaza’s hard drive or other storage media, he they shall, upon the request of the Company, cause either such information to be erased from her their computer disks and all other storage media or otherwise take reasonable steps to maintain the confidential nature of the material. (d) Executive Consultant and Plaza further realizes realize that any trading in the Company’s 's common stock or other securities or aiding or assisting others in trading in the Company’s 's common stock or other securities, including disclosing any non-public information concerning the Company to a person who uses such information in trading in the Company’s 's common stock or other securities, constitutes a violation of federal and state securities laws. Executive Neither Consultant nor Plaza will not engage in any transactions involving the Company’s 's common stock or other securities while in the possession of material non-public information. (e) For the purposes of Sections 6, 7, 8 and 9 of this Agreement, the term “Company” shall include PHARMA-BIO SERV PRthe Company, INC., and its subsidiaries and affiliates.

Trade Secrets and Proprietary Information. (a) Executive recognizes and acknowledges that the Company, through the expenditure of considerable time and money, has developed and will continue to develop in the future information concerning customers, clients, marketing, products, services, business, research and development activities and operational methods of the Company and its customers or clients, contracts, financial or other data, technical data or any other confidential or proprietary information possessed, owned or used by the Company, the disclosure of which could or does have a material adverse effect on the Company, its businesses, any business in which it proposes to engage, its operations, financial condition or prospects and that the same are confidential and proprietary and considered “"confidential information” " of the Company for the purposes of this Agreement. In consideration of her employmentemployment during the Employment Term and her engagement as a consultant during the Consulting Term, Executive agrees that she will not, during or after the Term, without the consent of the Board make any disclosure of confidential information to any person, partnership, corporation or entity either during or after employment with the companyTerm, except that nothing in this Agreement shall be construed to prohibit Executive from using or disclosing (a) if such disclosure is necessary in the normal course of the Company’s 's business in accordance with policies or instructions or authorization from the Board, (b) Executive can demonstrate that such information shall have (i) become public knowledge other than by or as a result of disclosure by a person not having a right to make such disclosure, (ii) been developed by Executive independent of any of the Company’s 's confidential or proprietary information or (iii) been disclosed to Executive by a person not subject to a confidentiality agreement with or other obligation of confidentiality to the Company. (b) In the event that any confidential information is required to be produced by Executive pursuant to legal process, Executive shall give the Company notice of such legal process within a reasonable time, but not later than ten business days prior to the date such disclosure is to be made, unless Executive has received less notice, in which event Executive shall immediately notify the Company. The Company shall have the right to object to any such disclosure, and if the Company objects (at the Company’s 's cost and expense) in a timely manner so that Executive is not subject to penalties for failure to make such disclosure, Executive shall not make any disclosure until there has been a court determination on the Company’s 's objections. If disclosure is required by a court order, final beyond right of review, or if the Company does not object to the disclosure, Executive shall make disclosure only to the extent that disclosure is required by the court order, and Executive will exercise reasonable efforts at the Company’s 's expense, to obtain reliable assurance that confidential treatment will be accorded the Confidential Information. (c) Executive shall, upon expiration or termination of employmentthe Term, or earlier at the request of the Company, turn over to the Company or destroy all documents, papers, computer disks or other material in Executive’s 's possession or under Executive’s 's control which may contain or be derived from confidential information. To the extent that any confidential information is on Executive’s 's hard drive or other storage media, he she shall, upon the request of the Company, cause either such information to be erased from her computer disks and all other storage media or otherwise take reasonable steps to maintain the confidential nature of the material. (d) Executive further realizes that any trading in the Company’s LCG's common stock or other securities or aiding or assisting others in trading in the Company’s LCG's common stock or other securities, including disclosing any non-public information concerning LCG and the Company to a person who uses such information in trading in the Company’s LCG's common stock or other securities, constitutes a violation of federal and state securities laws. Executive will not engage in any transactions involving the Company’s LCG's common stock or other securities while in the possession of material non-public information. (e) For the purposes of Sections 6, 7, 8 and 9 of this Agreement, the term “"Company” " shall include PHARMA-BIO SERV PRLCG, INC.the Company, and its their subsidiaries and affiliates.

Trade Secrets and Proprietary Information. (a) Executive Consultant recognizes and acknowledges that the Company, through the expenditure of considerable time and money, has developed and will continue to develop in the future information concerning customers, clients, marketing, products, services, business, research and development activities and operational methods of the Company and its customers or clients, contracts, financial or other data, technical data or any other confidential or proprietary information possessed, owned or used by the Company, the disclosure of which could or does have a material adverse effect on the Company, its businesses, any business in which it proposes to engage, its operations, financial condition or prospects and that the same are confidential and proprietary and considered “confidential information” of the Company for the purposes of this Agreement. In consideration of her employment, Executive Consultant agrees that she will not, during or after the Term of this Agreement, without the consent of the Board make any disclosure of confidential information to any person, partnership, corporation or entity either during or after employment with the companyTerm of this Agreement, except that nothing in this Agreement shall be construed to prohibit Executive Consultant from using or disclosing (a) if such disclosure is necessary in the normal course of the Company’s business in accordance with policies or instructions or authorization from the Board, (b) Executive Consultant can demonstrate that such information shall have (i) become public knowledge other than by or as a result of disclosure by a person not having a right to make such disclosure, (ii) been developed by Executive Consultant independent of any of the Company’s confidential or proprietary information or (iii) been disclosed to Executive Consultant by a person not subject to a confidentiality agreement with or other obligation of confidentiality to the Company. (b) In the event that any confidential information is required to be produced by Executive Consultant pursuant to legal process, Executive Consultant shall give the Company notice of such legal process within a reasonable time, but not later than ten business days prior to the date such disclosure is to be made, unless Executive Consultant has received less notice, in which event Executive Consultant shall immediately notify the Company. The Company shall have the right to object to any such disclosure, and if the Company objects (at the Company’s cost and expense) in a timely manner so that Executive Consultant is not subject to penalties for failure to make such disclosure, Executive Consultant shall not make any disclosure until there has been a court determination on the Company’s objections. If disclosure is required by a court order, final beyond right of review, or if the Company does not object to the disclosure, Executive Consultant shall make disclosure only to the extent that disclosure is required by the court order, and Executive Consultant will exercise reasonable efforts at the Company’s expense, to obtain reliable assurance that confidential treatment will be accorded the Confidential Informationconfidential information. (c) Executive Consultant shall, upon expiration or termination of employmentthe Term, or earlier at the request of the Company, turn over to the Company or destroy all documents, papers, computer disks or other material in ExecutiveConsultant’s possession or under ExecutiveConsultant’s control which may contain or be derived from confidential information. To the extent that any confidential information is on ExecutiveConsultant’s hard drive or other storage media, he she shall, upon the request of the Company, cause either such information to be erased from her computer disks and all other storage media or otherwise take reasonable steps to maintain the confidential nature of the material. (d) Executive Consultant further realizes that any trading in the Company’s 's common stock or other securities or aiding or assisting others in trading in the Company’s 's common stock or other securities, including disclosing any non-public information concerning the Company to a person who uses such information in trading in the Company’s 's common stock or other securities, constitutes a violation of federal and state securities laws. Executive Consultant will not engage in any transactions involving the Company’s 's common stock or other securities while in the possession of material non-public information. (e) For the purposes of Sections 6, 7, 7 and 8 and 9 of this Agreement, the term “Company” shall include PHARMA-BIO SERV PRthe Company, INC., and its subsidiaries and affiliates.