Common use of Confidential Information and Non-Solicitation Clause in Contracts

Confidential Information and Non-Solicitation. (a) Executive agrees to keep secret and retain in the strictest confidence all Confidential Information, which relates to the Company, its Subsidiaries and affiliates. Confidential Information (a) means information (i) that is learned by Executive from the Company or any of its Subsidiaries or affiliates before or after the date of this Agreement (other than Confidential Information that was known by Executive on a nonconfidential basis prior to the disclosure thereof), (ii) that is commercially valuable to the Company and (iii) that is not published or of public record or otherwise generally known (other than through failure of Executive to fully perform his obligations hereunder) and (b) includes, without limitation, customer lists, client lists, trade secrets, pricing policies and other business affairs of the Company, its Subsidiaries and affiliates. Executive agrees not to disclose any such Confidential Information to anyone outside the Company or any of its subsidiaries or affiliates, whether during or after his period of services with the Company, except (x) as such disclosure may be required or appropriate in connection with his service or (y) when required to do so by a court of law, by any governmental agency having supervisory authority over the business of the Company or by any administrative or legislative body (including a committee thereof) with apparent jurisdiction to order him to divulge, disclose or make accessible such information. Executive agrees to give the Company advance written notice of any disclosure pursuant to clause (y) of the preceding sentence and to cooperate with any efforts by the Company to limit the extent of such disclosure. Upon request by the Company, Executive agrees to deliver promptly to the Company upon termination of his services from the Company, or at any reasonable time thereafter as the Company may request, all Company, subsidiary or affiliate memoranda, notes, records, reports, manuals, drawings, designs, computer files in any media and other documents (and all copies thereof) relating to the Company's or any Subsidiary's or affiliate's business and all property of the Company or any Subsidiary or affiliate associated therewith, which he may then possess or have under his direct control. (b) Executive hereby covenants and agrees that, at all times during the term of this Agreement and for a one year period following his Date of Termination for any reason, Executive shall not employ or seek to employ any person employed at that time by the Company or any of its Subsidiaries or its affiliates who is engaged in or concerned with or interested in a business which conducts the same or similar business in any way or degree in competition with the Company, or otherwise encourage or entice such person or entity to leave such employment.

Confidential Information and Non-Solicitation. (a) Executive agrees to keep secret and retain in the strictest confidence all Confidential Information, Information which relates to the Company, its Subsidiaries and affiliates. Confidential Information (a) means information (i) that is learned by Executive from the Company or any of its Subsidiaries or affiliates before or after the date of this Agreement (other than Confidential Information that was known by Executive on a nonconfidential basis prior to the disclosure thereof), (ii) that is commercially valuable to the Company and (iii) that is not published or of public record or otherwise generally known (other than through failure of Executive to fully perform his obligations hereunder) and (b) includes, without limitation, customer lists, client lists, trade secrets, pricing policies and other business affairs of the Company, its Subsidiaries and affiliates. Executive agrees not to disclose any such Confidential Information to anyone outside the Company or any of its subsidiaries or affiliates, whether during or after his period of services with the Company, except (x) as such disclosure may be required or appropriate in connection with his service or (y) when required to do so by a court of law, by any governmental agency having supervisory authority over the business of the Company or by any administrative or legislative body (including a committee thereof) with apparent jurisdiction to order him to divulge, disclose or make accessible such information. Executive agrees to give the Company advance written notice of any disclosure pursuant to clause (y) of the preceding sentence and to cooperate with any efforts by the Company to limit the extent of such disclosure. Upon request by the Company, Executive agrees to deliver promptly to the Company upon termination of his services from the Company, or at any reasonable time thereafter as the Company may request, all Company, subsidiary or affiliate memoranda, notes, records, reports, manuals, drawings, designs, computer files in any media and other documents (and all copies thereof) relating to the Company's or any Subsidiary's or affiliate's business and all property of the Company or any Subsidiary or affiliate associated therewith, which he may then possess or have under his direct control. (b) Executive hereby covenants and agrees that, at all times during the term of this Agreement and for a one year period following his Date of Termination for any reason, Executive shall not employ or seek to employ any person employed at that time by the Company or any of its Subsidiaries or its affiliates who is engaged in or concerned with or interested in a business which conducts the same or similar business in any way or degree in competition with the Company, or otherwise encourage or entice such person or entity to leave such employment.