Common use of Covenant Not to Disclose Clause in Contracts

Covenant Not to Disclose. Executive acknowledges and agrees that, by virtue of the performance of the normal duties of his position with the Company and by virtue of the relationship of trust and confidence between the Executive and the Company, the Company will permit Executive to have access to and Executive will become familiar with, acquire knowledge of and develop or maintain the Company's Confidential Information (as defined below), whether currently existing or to be developed in the future, which Executive recognizes permits the Company to enjoy a competitive advantage and the premature disclosure of which would irreparably injure the Company. The Executive covenants and agrees that he will not, at any time, whether during the term of this Agreement or otherwise, directly or indirectly use, disclose (in any manner, including transmitting via or posting on the Internet), reproduce, distribute, reverse engineer or otherwise provide, in whole or in part, to or on behalf of any person (other than the Company Group) or use for his own account, any data or knowledge of operations of the Company Group which are proprietary in nature and/or confidential, whether in writing, in computer or other form or conveyed orally, including but not limited to confidential or proprietary records, data, trade secret, pricing policy, bid amount, bid strategy, rate structure, personnel policy, method or practice of obtaining or doing business by the Company Group, or any other confidential or proprietary information whatsoever (the "CONFIDENTIAL INFORMATION"), whether or not obtained with the knowledge and permission of the Company and whether or not developed, devised or otherwise created in whole or in part by the efforts of the Executive and shall take no action that threatens to do so. The Executive further covenants and agrees that he shall retain all such knowledge and information which he shall acquire or develop respecting such Confidential Information in trust for the sole benefit of the Company and its successors and assigns. Executive shall not, without the prior written consent of the Company, unless compelled pursuant to the order of a court or other governmental or legal body having jurisdiction over such matter, communicate or divulge any such Confidential Information to anyone other than the Company and those designated by it. In the event Executive is compelled by order of a court or other governmental or legal body to communicate or divulge any Confidential Information to anyone other than the Company and those designated by it, Executive shall promptly notify the Company of any such order and shall cooperate fully with the Company (and the owner of such Confidential Information) in protecting such information to the extent possible under applicable law.

Covenant Not to Disclose. Executive acknowledges (a) Consultant hereby covenants and agrees that, by virtue of the performance of the normal duties of his position with the Company and by virtue of the relationship of trust and confidence between the Executive and the Company, the Company will permit Executive to have access to and Executive will become familiar with, acquire knowledge of and develop or maintain the Company's Confidential Information (as defined below), whether currently existing or to be developed in the future, which Executive recognizes permits the Company to enjoy a competitive advantage and the premature disclosure of which would irreparably injure the Company. The Executive covenants and agrees that he will not, at any time, whether during the term Term and for a period of this Agreement or otherwisefive (5) years thereafter, directly or indirectly useit will not communicate, disclose (in any manner, including transmitting via or posting on the Internet), reproduce, distribute, reverse engineer or otherwise provide, in whole or in part, make available to or on behalf of any person or entity (other than the Company Group) Company), or use for his its own accountaccount or for the benefit of any other person or entity, any data information or knowledge of operations of materials proprietary to the Company Group that relate to the Company’s business or affairs which are proprietary in nature and/or confidentialis of a confidential nature, whether in writingincluding, in computer or other form or conveyed orally, including but not limited to confidential or proprietary records, datato, trade secretsecrets, information or materials relating to existing or proposed pharmaceutical products (in all and various stages of development), “know-how”, marketing techniques and materials, marketing and development plans, customer lists and other customer information (including current prospects), price lists, pricing policy, bid amount, bid strategy, rate structurepolicies, personnel policyinformation and financial information (collectively, method or practice of obtaining or doing business by the Company Group, or “Proprietary Information”). Proprietary Information includes any other confidential or proprietary and all such information whatsoever (the "CONFIDENTIAL INFORMATION")and materials, whether or not obtained by Consultant with the knowledge and permission of the Company and Company, whether or not developed, devised or otherwise created in whole or in part by Consultant’s efforts, and whether or not a matter of public knowledge unless as a result of authorized disclosure. Proprietary Information shall not include any information that Consultant is required to disclose to, or by, any governmental or judicial authority provided that Consultant give the efforts Company prompt written notice thereof so that the Company may seek an appropriate protective order and/or waive in writing compliance with the confidentiality provisions of the Executive and shall take no action that threatens to do sothis Agreement. The Executive Consultant further covenants and agrees that he shall it will retain all such knowledge and information which he shall acquire or develop it acquires and develops during the Term respecting such Confidential Proprietary Information in trust for the sole and exclusive benefit of the Company and its successors and assigns. Executive shall not, without the prior written consent of the Company, unless compelled pursuant to the order of a court or other governmental or legal body having jurisdiction over such matter, communicate or divulge any such Confidential Information to anyone other than the Company and those designated by it. In the event Executive is compelled by order of a court or other governmental or legal body to communicate or divulge any Confidential Information to anyone other than the Company and those designated by it, Executive shall promptly notify the Company of any such order and shall cooperate fully with the Company (and the owner of such Confidential Information) in protecting such information to the extent possible under applicable law.

Covenant Not to Disclose. Executive acknowledges and agrees that, by virtue of the performance of the normal duties of his position with the Company and by virtue of the relationship of trust and confidence between the Executive and the Company, the Company will permit Executive to have access to and Executive will become familiar with, acquire knowledge of and develop or maintain the Company's ’s Confidential Information (as defined below), whether currently existing or to be developed in the future, which Executive recognizes permits the Company to enjoy a competitive advantage and the premature disclosure of which would irreparably injure the Company. The Executive covenants and agrees that he will not, at any time, whether during the term of this Agreement or otherwise, directly or indirectly use, disclose (in any manner, including transmitting via or posting on the Internet), reproduce, distribute, reverse engineer or otherwise provide, in whole or in part, to or on behalf of any person (other than the Company Group) or use for his own account, any data or knowledge of operations of the Company Group which are proprietary in nature and/or confidential, whether in writing, in computer or other form or conveyed orally, including but not limited to confidential or proprietary records, data, trade secret, pricing policy, bid amount, bid strategy, rate structure, personnel policy, method or practice of obtaining or doing business by the Company Group, or any other confidential or proprietary information whatsoever (the "CONFIDENTIAL INFORMATION"“Confidential Information”), whether or not obtained with the knowledge and permission of the Company and whether or not developed, devised or otherwise created in whole or in part by the efforts of the Executive and shall take no action that threatens to do so. The Executive further covenants and agrees that he shall retain all such knowledge and information which he shall acquire or develop respecting such Confidential Information in trust for the sole benefit of the Company and its successors and assigns. Executive shall not, without the prior written consent of the Company, unless compelled pursuant to the order of a court or other governmental or legal body having jurisdiction over such matter, communicate or divulge any such Confidential Information to anyone other than the Company and those designated by it. In the event Executive is compelled by order of a court or other governmental or legal body to communicate or divulge any Confidential Information to anyone other than the Company and those designated by it, Executive shall promptly notify the Company of any such order and shall cooperate fully with the Company (and the owner of such Confidential Information) in protecting such information to the extent possible under applicable law.

Covenant Not to Disclose. Executive acknowledges and agrees that, by virtue of the performance of the normal duties of his position with the Company and by virtue of the relationship of trust and confidence between the Executive and the Company, he possesses certain data and knowledge of operations of the Company will permit Executive to have access to Group which are proprietary in nature and Executive will become familiar with, acquire knowledge of and develop or maintain the Company's Confidential Information (as defined below), whether currently existing or to be developed in the future, which Executive recognizes permits the Company to enjoy a competitive advantage and the premature disclosure of which would irreparably injure the Companyconfidential. The Executive covenants and agrees that he will not, at any time, whether during the term of this Agreement or otherwise, directly reveal, divulge or indirectly use, disclose (in any manner, including transmitting via or posting on the Internet), reproduce, distribute, reverse engineer or otherwise provide, in whole or in part, make known to or on behalf of any person (other than the Company Group) or use for his own account, any data or knowledge of operations of the Company Group which are proprietary in nature and/or confidential, whether in writing, in computer or other form or conveyed orally, including but not limited to confidential or proprietary recordsrecord, data, model, trade secret, pricing policy, bid amount, bid strategy, rate structure, personnel policy, method or practice of obtaining or doing business by the Company Group, or any other confidential or proprietary information whatsoever (the "CONFIDENTIAL INFORMATION"“Confidential Information”), whether or not obtained with the knowledge and permission of the Company and whether or not developed, devised or otherwise created in whole or in part by the efforts of the Executive, provided, however, that Confidential Information shall not be deemed to include any information that (A) is or hereafter becomes generally available to the public other than through disclosure by the Executive, (B) is rightfully received by the Executive and shall take no action that threatens following the Employment Period from a third party or (C) was brought by the Executive to do sohis employment relationship with the Company. The Executive further covenants and agrees that he shall retain all such knowledge and information which he shall acquire or develop respecting such Confidential Information in trust for the sole benefit of the Company and its successors and assigns. Executive shall not, without the prior written consent of the Company, unless compelled pursuant to the order of a court or other governmental or legal body having jurisdiction over such matter, communicate or divulge any such Confidential Information to anyone other than the Company and those designated by it. In the event Executive is compelled by order of a court or other governmental or legal body to communicate or divulge any Confidential Information to anyone other than the Company and those designated by it, Executive shall promptly notify the Company of any such order and shall cooperate fully with the Company (and the owner of such Confidential Information) in protecting such information to the extent possible under applicable law, provided such information may be disclosed if Executive is advised by counsel that failure to disclose would subject Executive to risk of penalty or fine. Nothing in this Section 6 is intended to, or shall, prohibit Executive from discuss any matters with his attorney for the purposes of seeking legal advice, provided that Executive notifies his attorney of Executive’s obligations under this section.

Covenant Not to Disclose. Executive Xx. Xxxx acknowledges and agrees that, by virtue of the performance of the normal duties of his position with the Company Centerline and by virtue of the relationship of trust and confidence between the Executive Xx. Xxxx and the CompanyCenterline, the Company will permit Executive Centerline has permitted Xx. Xxxx to have access to and Executive will Xx. Xxxx has become familiar with, acquire acquired knowledge of and develop developed or maintain maintained the Company's Company Group’s Confidential Information (as defined below), whether currently existing or to be developed in the future, which Executive Xx. Xxxx recognizes permits the Company Group to enjoy a competitive advantage and the premature disclosure of which would irreparably injure the CompanyCompany Group. The Executive Xx. Xxxx covenants and agrees that he will not, at any time, whether during the term of this Agreement or otherwise, directly or indirectly use, disclose (in any manner, including transmitting via or posting on the Internet), reproduce, distribute, reverse engineer or otherwise provide, in whole or in part, to or on behalf of any person (other than the Company Group) or use for his own account, any data or knowledge of operations of the Company Group which are proprietary in nature and/or confidential, whether in writing, in computer or other form or conveyed orally, including but not limited to confidential or proprietary records, data, trade secretsecrets, pricing policypolicies, bid amountamounts, bid strategystrategies, rate structurestructures, personnel policypolicies, method methods or practice practices of obtaining or doing business by the Company Group, or any other confidential or proprietary information whatsoever (the "CONFIDENTIAL INFORMATION"“Confidential Information”), whether or not obtained with the knowledge and permission of the Company Centerline and whether or not developed, devised or otherwise created in whole or in part by the efforts of Xx. Xxxx; provided, however, that Confidential Information shall not be deemed to include any information that (i) is or hereafter becomes generally available to the Executive and shall take public other than through disclosure by Xx. Xxxx, or (ii) is rightfully received by Xx. Xxxx following the Separation Date from a third party who Xx. Xxxx has no action that threatens reason to do sobelieve is under a confidentiality agreement with Centerline. The Executive Xx. Xxxx further covenants and agrees that he shall retain all such knowledge and information which he shall acquire has acquired or develop developed respecting such Confidential Information in trust for the sole benefit of the Company Group and its successors and assigns. Executive Xx. Xxxx shall not, without the prior written consent of the CompanyCenterline, unless compelled pursuant to the order of a court or other governmental or legal body having jurisdiction over such matter, communicate or divulge any such Confidential Information to anyone other than the Company Centerline and those designated by it. In the event Executive Xx. Xxxx is compelled by order of a court or other governmental or legal body to communicate or divulge any Confidential Information to anyone other than the Company Centerline and those designated by it, Executive Xx. Xxxx shall promptly notify the Company Centerline of any such order and shall cooperate fully with the Company Centerline (and the owner of such Confidential Information) in protecting such information to the extent possible under applicable law; provided, that such Confidential Information may be disclosed if Xx. Xxxx is advised by counsel that failure to disclose would subject him to risk of penalty or fine. Nothing herein shall prohibit Xx. Xxxx from discussing any matters with his attorney for the purposes of seeking legal advice, provided that Xx. Xxxx notifies his attorney of his obligation under this Section 10.

Covenant Not to Disclose. Executive acknowledges and agrees that, by virtue of the performance of the normal duties of his position with the Company and by virtue of the relationship of trust and confidence between the Executive and the Company, he possesses certain data and knowledge of operations of the Company will permit Executive to have access to Group which are proprietary in nature and Executive will become familiar with, acquire knowledge of and develop or maintain the Company's Confidential Information (as defined below), whether currently existing or to be developed in the future, which Executive recognizes permits the Company to enjoy a competitive advantage and the premature disclosure of which would irreparably injure the Companyconfidential. The Executive covenants and agrees that he will not, at any time, whether during the term of this Agreement or otherwise, directly reveal, divulge or indirectly use, disclose (in any manner, including transmitting via or posting on the Internet), reproduce, distribute, reverse engineer or otherwise provide, in whole or in part, make known to or on behalf of any person (other than the Company Group) or use for his own account, any data or knowledge of operations of the Company Group which are proprietary in nature and/or confidential, whether in writing, in computer or other form or conveyed orally, including but not limited to confidential or proprietary recordsrecord, data, trade secret, pricing policy, bid amount, bid strategy, rate structure, personnel policy, method or practice of obtaining or doing business by the Company Group, or any other confidential or proprietary information whatsoever (the "CONFIDENTIAL INFORMATIONConfidential Information"), whether or not obtained with the knowledge and permission of the Company and whether or not developed, devised or otherwise created in whole or in part by the efforts of the Executive and shall take no action that threatens to do soExecutive. The Executive further covenants and agrees that he shall retain all such knowledge and information which he the shall acquire or develop respecting such Confidential Information in trust for the sole benefit of the Company and its successors and assigns. Executive shall not, without the prior written consent of the Company, unless compelled pursuant to the order of a court or other governmental or legal body having jurisdiction over such matter, communicate or divulge any such Confidential Information to anyone other than the Company and those designated by it. In the event Executive is compelled by order of a court or other governmental or legal body to communicate or divulge any Confidential Information to anyone other than the Company and those designated by it, Executive shall promptly notify the Company of any such order and shall cooperate fully with the Company (and the owner of such Confidential Information) in protecting such information to the extent possible under applicable law.

Covenant Not to Disclose. Executive acknowledges and agrees that, by virtue of the performance of the normal duties of his position with the Company and by virtue of the relationship of trust and confidence between the Executive and the Company, he possesses certain data and knowledge of operations of the Company will permit Executive to have access to Group which are proprietary in nature and Executive will become familiar with, acquire knowledge of and develop or maintain the Company's Confidential Information (as defined below), whether currently existing or to be developed in the future, which Executive recognizes permits the Company to enjoy a competitive advantage and the premature disclosure of which would irreparably injure the Companyconfidential. The Executive covenants and agrees that he will not, at any time, whether during the term of this Agreement or otherwise, directly reveal, divulge or indirectly use, disclose (in any manner, including transmitting via or posting on the Internet), reproduce, distribute, reverse engineer or otherwise provide, in whole or in part, make known to or on behalf of any person (other than the Company Group) or use for his own account, any data or knowledge of operations of the Company Group which are proprietary in nature and/or confidential, whether in writing, in computer or other form or conveyed orally, including but not limited to confidential or proprietary recordsrecord, data, trade secret, pricing policy, bid amount, bid strategy, rate structure, personnel policy, method or practice of obtaining or doing business by the Company Group, or any other confidential or proprietary information whatsoever (the "CONFIDENTIAL INFORMATIONConfidential Information"), whether or not obtained with the knowledge and permission of the Company and whether or not developed, devised or otherwise created in whole or in part by the efforts of the Executive and shall take no action that threatens to do soExecutive. The Executive further covenants and agrees that he shall retain all such knowledge and information which he shall acquire or develop respecting such Confidential Information in trust for the sole benefit of the Company and its successors and assigns. Executive shall not, without the prior written consent of the Company, unless compelled pursuant to the order of a court or other governmental or legal body having jurisdiction over such matter, communicate or divulge any such Confidential Information to anyone other than the Company and those designated by it. In the event Executive is compelled by order of a court or other governmental or legal body to communicate or divulge any Confidential Information to anyone other than the Company and those designated by it, Executive shall promptly notify the Company of any such order and shall cooperate fully with the Company (and the owner of such Confidential Information) in protecting such information to the extent possible under applicable law.

Covenant Not to Disclose. Executive acknowledges and agrees that, by virtue of the performance of the normal duties of his position with the Company and by virtue of the relationship of trust and confidence between the Executive and the Company, he possesses certain data and knowledge of operations of the Company will permit Executive to have access to Group which are proprietary in nature and Executive will become familiar with, acquire knowledge of and develop or maintain the Company's Confidential Information (as defined below), whether currently existing or to be developed in the future, which Executive recognizes permits the Company to enjoy a competitive advantage and the premature disclosure of which would irreparably injure the Companyconfidential. The Executive covenants and agrees that he will not, at any time, whether during the term of this Agreement or otherwise, directly reveal, divulge or indirectly use, disclose (in any manner, including transmitting via or posting on the Internet), reproduce, distribute, reverse engineer or otherwise provide, in whole or in part, make known to or on behalf of any person (other than the Company Group) or use for his own account, any data or knowledge of operations of the Company Group which are proprietary in nature and/or confidential, whether in writing, in computer or other form or conveyed orally, including but not limited to confidential or proprietary recordsrecord, data, model, trade secret, pricing policy, bid amount, bid strategy, rate structure, personnel policy, method or practice of obtaining or doing business by the Company Group, or any other confidential or proprietary information whatsoever (the "CONFIDENTIAL INFORMATIONInformation"), whether or not obtained with the knowledge and permission of the Company and whether or not developed, devised or otherwise created in whole or in part by the efforts of the Executive and shall take no action that threatens to do soExecutive. The Executive further covenants and agrees that he shall retain all such knowledge and information which he shall acquire or develop respecting such Confidential Information in trust for the sole benefit of the Company and its successors and assigns. Executive shall not, without the prior written consent of the Company, unless compelled pursuant to the order of a court or other governmental or legal body having jurisdiction over such matter, communicate or divulge any such Confidential Information to anyone other than the Company and those designated by it. In the event Executive is compelled by order of a court or other governmental or legal body to communicate or divulge any Confidential Information to anyone other than the Company and those designated by it, Executive shall promptly notify the Company of any such order and shall cooperate fully with the Company (and the owner of such Confidential Information) in protecting such information to the extent possible under applicable law. Nothing in this SECTION 6 is intended to, or shall, prohibit Executive from discuss any matters with his attorney for the purposes of seeking legal advice, provided that Executive notifies his attorney of Executive's obligations under this section.

Covenant Not to Disclose. Executive acknowledges Stockholder and agrees thateach Principal hereby covenants and agrees, by virtue that as the direct or indirect owner and operator of the performance Business of Company, it or he possesses certain data and knowledge of operations of the normal duties Business of his position with the Company which are proprietary in nature and by virtue of the relationship of trust confidential. Stockholder and confidence between the Executive and the Company, the Company will permit Executive to have access to and Executive will become familiar with, acquire knowledge of and develop or maintain the Company's Confidential Information (as defined below), whether currently existing or to be developed in the future, which Executive recognizes permits the Company to enjoy a competitive advantage and the premature disclosure of which would irreparably injure the Company. The Executive each Principal covenants and agrees that it or he will not, and will direct each Stockholder and Company director, officer, employee (including leased employees) or agent not to, at any timetime after the Closing, whether during the term of this Agreement reveal, divulge or otherwise, directly or indirectly use, disclose (in any manner, including transmitting via or posting on the Internet), reproduce, distribute, reverse engineer or otherwise provide, in whole or in part, make known to or on behalf of any person (other than the Company GroupParent) or use for his their own accountaccount or for the account of any person, firm, corporation or other organization, any data or knowledge of operations of the Company Group which are proprietary in nature and/or confidential, whether in writing, in computer or other form or conveyed orally, including but not limited to confidential or proprietary recordscustomer list, vendor list, sales method, record, data, trade secret, pricing policy, bid amount, bid strategy, rate structure, personnel policy, method or practice of soliciting or obtaining or doing business by the Company Group, or any Business Know-How or other confidential or proprietary information whatsoever (the "CONFIDENTIAL INFORMATION")relating to Company or, whether or not obtained with the knowledge and permission of Parent (exclusive of any information which at the Company time of disclosure is generally available to and whether or not developed, devised or otherwise created in whole or in part known by the efforts public or information which is required to be disclosed by administrative or judicial process of the Executive an agency or court of competent jurisdiction, other than as a result of any unauthorized disclosure by Company, Stockholder or any Principal). Stockholder and shall take no action that threatens to do so. The Executive each Principal further covenants and agrees that it or he shall retain all not divulge any such knowledge and confidential or proprietary information which it or he shall may acquire during any transition period in which he is employed or develop respecting assists or consults with Parent or the Surviving Corporation to facilitate the transfer and the continued success of the Business of Company, and Stockholder and each Principal will hold such Confidential Information confidential and proprietary information in trust for the sole benefit of Parent and the Company Surviving Corporation and its their respective successors and assigns. Executive shall not, without the prior written consent of the Company, unless compelled pursuant to the order of a court or other governmental or legal body having jurisdiction over such matter, communicate or divulge any such Confidential Information to anyone other than the Company and those designated by it. In the event Executive is compelled by order of a court or other governmental or legal body to communicate or divulge any Confidential Information to anyone other than the Company and those designated by it, Executive shall promptly notify the Company of any such order and shall cooperate fully with the Company (and the owner of such Confidential Information) in protecting such information to the extent possible under applicable lawassigns as set forth herein.

Covenant Not to Disclose. Executive acknowledges and agrees that, by virtue of the performance of the normal duties of his position with the Company and by virtue of the relationship of trust and confidence between the Executive and the Company, he possesses certain data and knowledge of operations of the Company will permit Executive to have access to Group which are proprietary in nature and Executive will become familiar with, acquire knowledge of and develop or maintain the Company's Confidential Information (as defined below), whether currently existing or to be developed in the future, which Executive recognizes permits the Company to enjoy a competitive advantage and the premature disclosure of which would irreparably injure the Companyconfidential. The Executive covenants and agrees that he will not, at any time, whether during the term of this Agreement or otherwise, directly reveal, divulge or indirectly use, disclose (in any manner, including transmitting via or posting on the Internet), reproduce, distribute, reverse engineer or otherwise provide, in whole or in part, make known to or on behalf of any person (other than the Company Group) or use for his own account, any data or knowledge of operations of the Company Group which are proprietary in nature and/or confidential, whether in writing, in computer or other form or conveyed orally, including but not limited to confidential or proprietary recordsrecord, data, model, trade secret, pricing policy, bid amount, bid strategy, rate structure, personnel policy, method or practice of obtaining or doing business by the Company Group, or any other confidential or proprietary information whatsoever (the "CONFIDENTIAL INFORMATION"“Confidential Information”), whether or not obtained with the knowledge and permission of the Company and whether or not developed, devised or otherwise created in whole or in part by the efforts of the Executive and shall take no action that threatens to do soExecutive. The Executive further covenants and agrees that he shall retain all such knowledge and information which he shall acquire or develop respecting such Confidential Information in trust for the sole benefit of the Company and its successors and assigns. Executive shall not, without the prior written consent of the Company, unless compelled pursuant to the order of a court or other governmental or legal body having jurisdiction over such matter, communicate or divulge any such Confidential Information to anyone other than the Company and those designated by it. In the event Executive is compelled by order of a court or other governmental or legal body to communicate or divulge any Confidential Information to anyone other than the Company and those designated by it, Executive shall promptly notify the Company of any such order and shall cooperate fully with the Company (and the owner of such Confidential Information) in protecting such information to the extent possible under applicable law. Nothing in this Section 6 is intended to, or shall, prohibit Executive from discuss any matters with his attorney for the purposes of seeking legal advice, provided that Executive notifies his attorney of Executive’s obligations under this section.