Common use of Trade Secrets; Confidential Information Clause in Contracts

Trade Secrets; Confidential Information. Employee shall not, at any time after the date of this Employment Agreement, including but not limited to any time during the term of this Agreement or after its termination, at any time or in any manner, either directly or indirectly, divulge, disclose or communicate to any person or firm, corporation, partnership or any other entity, any information concerning any trade secrets or confidential business matters affecting or relating to the Employer or its affiliates. Proprietary or confidential information refers to any non-public information not generally known among Employer’s or its affiliates’ competitors and that has commercial value to Employer or its affiliates. By way of illustration only, but not limitation, proprietary or confidential information includes: inventions; developments; designs; improvements; formulas; processes; production information; techniques; data; software; database; plans for research; development and new products; marketing and sales plans and strategies; information regarding business plans; budgets and unpublished financial statements; licenses, prices and costs in development which are not public information; information concerning vendors, suppliers and customers; confidential information regarding the skills and compensation of other employees of Employer or its affiliates; or any information designated by Employer or its affiliates as confidential. Examples of specific information that falls into the above categories and is therefore confidential includes, but is in no way limited to: any names of or confidential information concerning employees, independent contractors or agents of the Employer or its affiliates; names of or information concerning clients or customers of Employer or prospective clients or customers; the prices at which Employer or any affiliate intends to sell or has licensed or sold its products and services; or any other information concerning the business of the Employer or its affiliates, the manner in which Employer or any affiliate conducts its operations, its plans, procedures, sales and marketing programs, as well as all other documents, agreements and other data. Employee further understands that Employer or its affiliates have received and in the future will receive from third parties, confidential or proprietary information (“Third Party Information”) subject to a duty on the Employer’s or affiliate’s part to maintain the confidentiality of such information and to use it only for certain requested purposes. During the term of Employee’s employment and thereafter, Employee will hold Third Party Information in the strictest confidence and will not disclose or use Third Party Information except as permitted by any written agreement between the Employer and such Third Party. If pursuant to subpoena (or otherwise) during Employee’s employment or thereafter, Employee is requested to disclose Employer or Third Party proprietary or confidential information by compulsion of law, he shall promptly notify the Employer in advance of such proposed disclosure to enable the Employer to be heard with respect to any such disclosure or to otherwise respond to any such compulsion if it desires to do so. Provided, however; that any disclosure of proprietary or confidential information pursuant to Court Order shall not be considered a breach of this Agreement. Because of the nature of the business of the Employer and its affiliates, Employee understands that to attempt to obtain the patronage of a client or customer with whom he has become acquainted during his employment with the Employer or with whom he has had recent business contact on behalf of the Employer or its affiliates requires use of the Employer’s or affiliates’ trade secrets and/or confidential business information, and that such use would be unfair to the Employer and its affiliates. Therefore, Employee agrees that for two years after the termination of his employment with the Employer he shall not directly or indirectly for himself or for any other person, firm, entity or employer; i) Attempt to obtain or divert, solicit or take away the patronage of any client or customer or prospective client or customer of the Employer or its affiliates with whom he has become acquainted or had contact with on behalf of the Employer or its affiliates; or ii) Attempt to or enter into any agreement or contract with any client or customer or prospective client or customer of the Employer or its affiliates with whom Employee has become acquainted or has had business contact, through the direct or indirect use of any trade secrets, confidential or proprietary information of the Employer or its affiliates or by any other unfair or unlawful conduct. Commencing upon the date of this Employment Agreement and continuing while employed by the Employer, and for two (2) years immediately following the termination of employment, Employee agrees not to interfere with the business of the Employer or its affiliates by soliciting, attempting to solicit, inducing, or otherwise causing any employee of the Employer or any affiliate of Employer to terminate his or her employment in order to become an employee, consultant or independent contractor to or for any competitor of the Employer or any affiliate. Employee further agrees that, at all times both during his employment by the Employer and after its termination, he will not use, reproduce, or disclose to any other person or company, proprietary information belonging to the Employer or its affiliates that would enable or assist such person or company to solicit, attempt to solicit, induce, or otherwise cause any employee to terminate his or her employment with the Employer or any affiliate of Employer.

Trade Secrets; Confidential Information. Employee shall notConsultant agrees that: (a) all of the trade secrets of EMRISE, at its affiliates or in any time way related to a “Work Plan” (which include product specifications, past, current and planned research and development, current and planned manufacturing or distribution methods and processes, customer lists, current and anticipated customer requirements, price lists, market studies, business plans computer software and programs (including object code and source code), computer software and database technologies, systems, structures and architectures (and related processes, composition, improvements, devices, inventions, discoveries, designs, methods and information), and any other information or materials that constitutes a trade secret under California law, and (b) all of the confidential information of EMRISE, its affiliates or in any way related to a “Work Plan” (including historical financial statements, financial projections and budgets, historical and projected sales, capital spending budgets and plans, the names and backgrounds of key personnel, personnel training techniques and materials, and other information that EMRISE, its affiliates has provided, or will be, to Consultant or that has been obtained or observed, or will be, by Consultant while performing Services, by Consultant in connection with his/her involvement with EMRISE or its affiliates or from his/her examination of the facilities, records and personnel of EMRISE, its affiliates or is related to a “Work Plan” or that has been developed, or will be developed, by Consultant from any such information or materials (such trade secrets and confidential or other information being referred to collectively as the “Information”) is proprietary information of EMRISE that is the sole, exclusive and valuable property of EMRISE (and Consultant acknowledges and agrees that he has, and will acquire, no right, title or interest in such property). Thus, Consultant agrees that he will: (i) not use the Information to the detriment of EMRISE or any of its affiliates; (ii) hold the Information in strict confidence; (iii) use the Information only in connection with performing Services; and (iv) not disclose the Information to any person or entity (other than an employee of EMRISE with need to know) unless EMRISE directs otherwise indefinitely in the case of trade secrets and until twelve (12) months after the date termination of this Employment Agreementhis/her employment with EMRISE in the case of confidential information. The agreements in clause (b) shall not apply to the extent that Consultant demonstrates either: (i) that the same information is currently publicly available or becomes publicly available and that such public availability does not result from the misappropriation of such information by Consultant or the obtaining of such information by improper means of Consultant or from acts or omissions of another person that Consultant knows, including or should have reason to know, misappropriated such information or utilized improper means to acquire it or acquired it under circumstances giving rise to a duty to maintain its secrecy or limit its use or by accident or mistake; or (ii) that the Information is required by applicable law to be disclosed, but not limited then only to any time during the term extent disclosure is required. Immediately after termination of this Agreement or after its terminationthe Services being provided hereunder, at Consultant shall deliver to EMRISE all materials in his/her possession involving the Information. Any trade secrets of EMRISE shall also be entitled to all of the protections and benefits under applicable California law and any time or other applicable law. If any information obtained in any manner, either directly or indirectly, divulge, disclose or communicate relation to any person or firm“Work Plan” which EMRISE deems to be a trade secret is found by a court of competent jurisdiction not to be a trade secret for purposes of this section (b), corporationthen the Information shall be considered confidential information for purposes of this section (b). In the case of trade secrets, partnership or Consultant hereby waives any other entity, any information concerning requirement that EMRISE submit proof of the economic value of any trade secrets secret or confidential business matters affecting post any bond or relating to the Employer or its affiliates. Proprietary or confidential information refers to any non-public information not generally known among Employer’s or its affiliates’ competitors and that has commercial value to Employer or its affiliates. By way of illustration only, but not limitation, proprietary or confidential information includes: inventions; developments; designs; improvements; formulas; processes; production information; techniques; data; software; database; plans for research; development and new products; marketing and sales plans and strategies; information regarding business plans; budgets and unpublished financial statements; licenses, prices and costs in development which are not public information; information concerning vendors, suppliers and customers; confidential information regarding the skills and compensation of other employees of Employer or its affiliates; or any information designated by Employer or its affiliates as confidential. Examples of specific information that falls into the above categories and is therefore confidential includes, but is in no way limited to: any names of or confidential information concerning employees, independent contractors or agents of the Employer or its affiliates; names of or information concerning clients or customers of Employer or prospective clients or customers; the prices at which Employer or any affiliate intends to sell or has licensed or sold its products and services; or any other information concerning the business of the Employer or its affiliates, the manner in which Employer or any affiliate conducts its operations, its plans, procedures, sales and marketing programs, as well as all other documents, agreements and other data. Employee further understands that Employer or its affiliates have received and in the future will receive from third parties, confidential or proprietary information (“Third Party Information”) subject to a duty on the Employer’s or affiliate’s part to maintain the confidentiality of such information and to use it only for certain requested purposes. During the term of Employee’s employment and thereafter, Employee will hold Third Party Information in the strictest confidence and will not disclose or use Third Party Information except as permitted by any written agreement between the Employer and such Third Party. If pursuant to subpoena (or otherwise) during Employee’s employment or thereafter, Employee is requested to disclose Employer or Third Party proprietary or confidential information by compulsion of law, he shall promptly notify the Employer in advance of such proposed disclosure to enable the Employer to be heard security with respect to any such disclosure or to otherwise respond to any such compulsion if it desires to do so. Provided, however; that any disclosure of proprietary or confidential information pursuant to Court Order shall not be considered a breach of this Agreement. Because of the nature of the business of the Employer and its affiliates, Employee understands that to attempt to obtain the patronage of a client or customer with whom he has become acquainted during his employment with the Employer or with whom he has had recent business contact on behalf of the Employer or its affiliates requires use of the Employer’s or affiliates’ trade secrets and/or confidential business information, and that such use would be unfair to the Employer and its affiliates. Therefore, Employee agrees that for two years after the termination of his employment with the Employer he shall not directly or indirectly for himself or for any other person, firm, entity or employer; i) Attempt to obtain or divert, solicit or take away the patronage of any client or customer or prospective client or customer of the Employer or its affiliates with whom he has become acquainted or had contact with on behalf of the Employer or its affiliates; or ii) Attempt to or enter into any agreement or contract with any client or customer or prospective client or customer of the Employer or its affiliates with whom Employee has become acquainted or has had business contact, through the direct or indirect use of any trade secrets, confidential or proprietary information of the Employer or its affiliates or by any other unfair or unlawful conduct. Commencing upon the date of this Employment Agreement and continuing while employed by the Employer, and for two (2) years immediately following the termination of employment, Employee agrees not to interfere with the business of the Employer or its affiliates by soliciting, attempting to solicit, inducing, or otherwise causing any employee of the Employer or any affiliate of Employer to terminate his or her employment in order to become an employee, consultant or independent contractor to or for any competitor of the Employer or any affiliate. Employee further agrees that, at all times both during his employment by the Employer and after its termination, he will not use, reproduce, or disclose to any other person or company, proprietary information belonging to the Employer or its affiliates that would enable or assist such person or company to solicit, attempt to solicit, induce, or otherwise cause any employee to terminate his or her employment with the Employer or any affiliate of Employerthem.