Common use of Trade Secrets; Confidential Information Clause in Contracts

Trade Secrets; Confidential Information. (a) Executive acknowledges that, during his employment with the Company he will acquire Trade Secrets and other Confidential Information (as defined in Exhibit A attached hereto), including information relating to the business of the Company, business methods and plans, customers, products and pricing. The Company considers plans for research, development, current and new products, marketing and selling, business plans, budgets and unpublished financial statements, licenses, prices and costs, production, customers, potential customers and any other information related to business conducted between such persons and the Company to be Trade Secrets and, as such, the confidential, sole and exclusive property of the Company. (b) Executive understands that all Records (as defined in Exhibit A hereto) also constitute Confidential Information (and may constitute Trade Secrets) of the Company, and that his obligations continue at all times during and after his employment. These Records do not become any less confidential or proprietary to the Company because Executive may commit some of them to memory or because he may otherwise maintain them outside of the Company’s offices. (c) Executive shall not, at any time during the term of his employment or after the termination of his employment, disclose to others, either directly or indirectly, or take or use for Executive’s own purposes or the purposes of others, either directly or indirectly, any trade secret or any Confidential Information, knowledge, data or know-how of the Company. Executive agrees that all Confidential Information of the Company is to be used by him solely and exclusively for the purpose of conducting business on behalf of the Company or its affiliated companies. If Executive resigns or is terminated from his employment for any reason, he agrees to immediately return all (and shall not keep a copy of any) Confidential Information, including Confidential Information maintained by him in his office, personal electronic devices and/or at home.

Trade Secrets; Confidential Information. (a) Executive acknowledges that, during his employment with the Company Employer he will acquire Trade Secrets and other Confidential Information (as defined in Exhibit A attached hereto), including information relating to the business of the CompanyEmployer, business methods methods, customers and planssuppliers. Employer considers the identity of customers and suppliers of Employer’s business, customersthe contact person for those customers and suppliers, products and pricing. The Company considers plans for research, development, current and new products, marketing and selling, business plans, budgets and unpublished financial statements, licenses, prices and costs, production, customers, potential customers and any other information related to business conducted between such persons and the Company Employer to be Trade Secrets and, as such, the confidential, sole and exclusive property of the CompanyEmployer. (b) Executive understands that all Records (as defined in Exhibit A hereto) also constitute Confidential Information (and may constitute Trade Secrets) of the CompanyEmployer, and that his obligations continue at all times during and after his employment. These Records do not become any less confidential or proprietary to the Company Employer because Executive may commit some of them to memory or because he may otherwise maintain them outside of the CompanyEmployer’s offices. (c) Executive shall not, at any time during the term of his employment or after the termination of his employment, disclose to others, either directly or indirectly, or take or use for Executive’s own purposes or the purposes of others, either directly or indirectly, any trade secret Trade Secret or any Confidential InformationInformation of Employer. Executive understands and acknowledges that this obligation applies not only to technical information and customer information, knowledge, data or know-how of the Companybut also to any business information that Employer treats as confidential. Executive agrees that all Confidential Information of the Company Employer is to be used by him solely and exclusively for the purpose of conducting business on behalf of the Company Employer or its affiliated companies. If Executive resigns or is terminated from his employment for any reason, he agrees to immediately return all (and shall not keep a copy of any) Confidential Information, including Confidential Information maintained by him in his office, personal electronic devices devices, and/or at home. (d) Executive agrees to keep the terms of this Agreement confidential and shall not disclose any terms herein except to Executive’s spouse, if applicable, attorneys or tax preparer or other professional advisors to whom such disclosure is necessary to effectuate the purposes for which Executive has consulted such professional advisors, or as required by law. Executive shall inform all future employers that Executive is bound by this confidentiality provision. (e) Notwithstanding anything to the contrary contained herein, this Agreement does not prohibit Executive from exercising his legal rights under applicable law, including but not limited to reporting what he reasonably and in good faith believes are possible violations of applicable law or regulation to any governmental agency or self-regulatory organization (such as but not limited to the Department of Justice, the Securities and Exchange Commission, the National Labor Relations Board, the Congress, and any agency Inspector General, or any other similar state agency), or making other disclosures that are protected under the whistleblower provisions of applicable law or regulation. Executive does not need Employer’s prior authorization to make any such report or disclosure, nor is Executive required to notify Employer that Executive has made any such report or disclosure. Furthermore, nothing herein is intended to prohibit Executive from cooperating in an investigation conducted by such a governmental agency or to otherwise limit his right, if any, to receive an award for information provided to any governmental agency or entity. Notwithstanding anything to the contrary contained herein, Executive will not be held criminally or civilly liable under any federal or state trade secret law for any disclosure of a trade secret that is made: (i) in confidence to a federal, state, or local government official, either directly or indirectly; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. If Executive files a lawsuit for retaliation by Employer for reporting a suspected violation of law, Executive may disclose Employer’s trade secrets to Executive’s attorney and use the trade secret information in the court proceeding if Executive: (x) files any document containing the trade secret under seal; and (y) does not disclose the trade secret, except pursuant to court order.

Trade Secrets; Confidential Information. (a) Executive Employee acknowledges that, during his employment with the Company Employer he will acquire Trade Secrets and other Confidential Information (as defined in Exhibit A attached hereto), including information relating to the business of the CompanyEmployer, business methods methods, customers and planssuppliers. Employer considers the identity of customers and suppliers of Employer’s business, customersthe contact person for those customers and suppliers, products and pricing. The Company considers plans for research, development, current and new products, marketing and selling, business plans, budgets and unpublished financial statements, licenses, prices and costs, production, customers, potential customers and any other information related to business conducted between such persons and the Company Employer to be Trade Secrets and, as such, the confidential, sole and exclusive property of the CompanyEmployer. (b) Executive Employee understands that all Records (as defined in Exhibit A hereto) also constitute Confidential Information (and may constitute Trade Secrets) of the CompanyEmployer, and that his obligations continue at all times during and after his employment. These Records do not become any less confidential or proprietary to the Company Employer because Executive Employee may commit some of them to memory or because he may otherwise maintain them outside of the CompanyEmployer’s offices. (c) Executive Employee shall not, at any time during the term of his employment or after the termination of his employment, disclose to others, either directly or indirectly, or take or use for ExecutiveEmployee’s own purposes or the purposes of others, either directly or indirectly, any trade secret Trade Secret or any Confidential InformationInformation of Employer. Employee understands and acknowledges that this obligation applies not only to technical information and customer information, knowledge, data or know-how of the Companybut also to any business information that Employer treats as confidential. Executive Employee agrees that all Confidential Information of the Company Employer is to be used by him solely and exclusively for the purpose of conducting business on behalf of the Company Employer or its affiliated companies. If Executive Employee resigns or is terminated from his employment for any reason, he agrees to immediately return all (and shall not keep a copy of any) Confidential Information, including Confidential Information maintained by him in his office, personal electronic devices devices, and/or at home. (d) Employee agrees to keep the terms of this Agreement confidential and shall not disclose any terms herein except to Employee’s spouse, if applicable, attorneys or tax preparer or other professional advisors to whom such disclosure is necessary to effectuate the purposes for which Employee has consulted such professional advisors, or as required by law. Employee shall inform all future employers that Employee is bound by this confidentiality provision. (e) Notwithstanding anything to the contrary contained herein, this Agreement does not prohibit Employee from exercising his legal rights under applicable law, including but not limited to reporting what he reasonably and in good faith believes are possible violations of applicable law or regulation to any governmental agency or self-regulatory organization (such as but not limited to the Department of Justice, the Securities and Exchange Commission, the National Labor Relations Board, the Congress, and any agency Inspector General, or any other similar state agency), or making other disclosures that are protected under the whistleblower provisions of applicable law or regulation. Employee does not need Employer’s prior authorization to make any such report or disclosure, nor is Employee required to notify Employer that Employee has made any such report or disclosure. Furthermore, nothing herein is intended to prohibit Employee from cooperating in an investigation conducted by such a governmental agency or to otherwise limit his right, if any, to receive an award for information provided to any governmental agency or entity. Notwithstanding anything to the contrary contained herein, Employee will not be held criminally or civilly liable under any federal or state trade secret law for any disclosure of a trade secret that is made: (i) in confidence to a federal, state, or local government official, either directly or indirectly; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. If Employee files a lawsuit for retaliation by Employer for reporting a suspected violation of law, Employee may disclose Employer’s trade secrets to Employee’s attorney and use the trade secret information in the court proceeding if Employee: (x) files any document containing the trade secret under seal; and (y) does not disclose the trade secret, except pursuant to court order.