Trade Secrets; Non-Competition. (a) In the course of the Employee's employment, the Employee will have access to confidential records, data, pricing information, lists of customers and prospective customers, lists of vendors, books and promotional literature, leases and agreements, policies and similar material and information of the Company or used in the course of its business (hereinafter collectively referred to as "confidential information"). All such confidential information which the Employee shall use or come into contact with shall remain the sole property of the Company. The Employee will not, directly or indirectly, disclose or use any such confidential information, except as required in the course of such employment. The Employee shall not for a period of one (1) year following the end of the Term, disclose or use in any fashion any confidential information of the Company or any of its subsidiaries or affiliates, whether such confidential information is in the Employee's memory or embodied in writing or other physical form, PROVIDED, that the foregoing requirements shall not apply to any information (i) that (prior to disclosure by the Employee) has been disclosed by the Company or any third party or (ii) that Employee discloses (A) to any branch, agency or regulatory authority of any federal, state or local government to comply with any statute, regulation, rule, order or ordinance or (B) to any federal, state or local court, tribunal or other adjudicatory body in connection with any suit, claim or question arising before such court, tribunal or other adjudicatory body or otherwise. In the event of a breach or a threatened breach by the Employee of the provisions of this subparagraph (a), the Company shall be entitled to an injunction restraining the Employee from disclosing any of the aforementioned confidential information. Nothing contained herein shall be construed as prohibiting the Company from pursuing any other remedies available to the Company for such breach or threatened breach, including the recovery of damages from the Employee. Subject to subparagraph (c) below, this provision shall survive the termination of this Agreement.
Trade Secrets; Non-Competition. (a) In consideration of $250,000 payable at the Closing, Target Shareholder shall not at any time hereafter, use for his own benefit, or divulge to any other person, firm or corporation, any confidential information or trade secrets which Merger Sub or Parent may have imparted to Target Shareholder, and upon the consummation of the transactions contemplated hereby, Target Shareholder will deliver to Merger Sub and Parent all lists of customers, books, records and all other property constituting confidential information belonging to Merger Sub or Parent provided, however, that the restrictions of this Section 8(a) shall not extend to any confidential information which, at the time such information was disclosed to Target Shareholder (a "Disclosing Party"), was in the public domain or thereafter entered the public domain other than through disclosure by such Disclosing Party or was or becomes readily ascertainable from public sources. If at any time the Disclosing Party is requested or required (by oral questions, interrogatories, requests for information or documents, subpoenas or similar legal process) to disclose any such information, the Disclosing Party (to the extent reasonably practical) shall notify Merger Sub and Parent immediately and shall refrain from making such disclosure so that Merger Sub or Parent may, at its own expense, seek an appropriate protective order and/or waive compliance with the provisions hereof. If, in the absence of a protective order or the receipt of a waiver hereunder, in the reasonable opinion of the relevant Disclosing Party's counsel, the Disclosing Party is compelled to disclose such information to any tribunal or any governmental agency to avoid being liable for contempt or suffering any other penalty, the Disclosing Party may disclose such information to such tribunal or agency without liability hereunder; provided, however, that the Disclosing Party gives Merger Sub prompt notice of such decision. Target shall use its best efforts to prevent the respective directors and officers of Target from violating the provisions of this Section 8(a).
Trade Secrets; Non-Competition. (a) Each of the parties, and their affiliates, officers, directors, members, or agents shall not at any time use for its or their own benefit, or divulge to any other person, firm or corporation, any Confidential Information or trade secrets relating in any way to the other
