Common use of Covenant of Confidentiality Clause in Contracts

Covenant of Confidentiality. At any time during the term of Executive’s employment with the Parent Company or the Company (pursuant to this Agreement or otherwise), and for a period of five (5) years after the termination of Executive’s employment with the Parent Company or the Company for any reason, Executive shall not, except in furtherance of the Business of the DHC Group or otherwise with the prior authorization of the Company, in any form or manner, directly or indirectly, divulge, disclose or communicate to any person, entity, firm, corporation or any other third party (other than in the course of Executive’s employment hereunder), or utilize for Executive’s personal benefit or for the benefit of any competitor of the DHC Group any Confidential Information. For purposes of this Agreement, “Confidential Information” shall mean, but shall not be limited to, any technical or non-technical data, formulae, patterns, compilations, programs, devices, methods, techniques, drawings, designs, processes, procedures, improvements, models or manuals of any member of the DHC Group or which are licensed by any member of the DHC Group, any financial data or lists of actual or potential customers or suppliers (including contacts thereat) of the DHC Group, and any information regarding the contracts, marketing and sales plans, which is not generally known to the public through legitimate origins of the DHC Group. The Parent Company and the Company and Executive acknowledge and agree that such Confidential Information is extremely valuable to the Parent Company and the Company and shall be deemed to be a “trade secret.” In the event that any part of the Confidential Information becomes generally known to the public through legitimate origins (other than by the breach of this Agreement by Executive or by misappropriation), or is required to be disclosed by legal, administrative or judicial process (provided that Executive has provided to the Parent Company and the Company reasonable prior notice of such request and the Parent Company or the Company has had a reasonable opportunity, at its expense, to dispute, defend or limit such request for the Confidential Information), that part of the Confidential Information shall no longer be deemed Confidential Information for purposes of this Agreement, but Executive shall continue to be bound by the terms of this Agreement as to all other Confidential Information.

Covenant of Confidentiality. At any time during the term of Executive’s employment with the Parent Company or the Company (pursuant to this Agreement or otherwise), and for a period of five (5) years after the termination of Executive’s employment with the Parent Company or the Company for any reason, Executive shall not, except in furtherance of the Business of the DHC Group or otherwise with the prior authorization of the Company, in any form or manner, directly or indirectly, divulge, disclose or communicate to any person, entity, firm, corporation or any other third party (other than in the course of Executive’s employment hereunder), or utilize for Executive’s personal benefit or for the benefit of any competitor of the DHC Group any Confidential Information. For purposes of this Agreement, “Confidential Information” shall mean, but shall not be limited to, any technical or non-technical data, formulae, patterns, compilations, programs, devices, methods, techniques, drawings, designs, processes, procedures, improvements, models or manuals of any member of the DHC Group or which are licensed by any member of the DHC Group, any financial data or lists of actual or potential customers or suppliers (including contacts thereat) of the DHC Group, and any information regarding the contracts, marketing and sales plans, which is not generally known to the public through legitimate origins of the DHC Group. The Parent Company and the Company and Executive acknowledge and agree that such Confidential Information is extremely valuable to the Parent Company and the Company and shall be deemed to be a “trade secret.” In the event that any part of the Confidential Information becomes generally known to the public through legitimate origins (other than by the breach of this Agreement by Executive or by misappropriation), or is required to be disclosed by legal, administrative or judicial process (provided that Executive has provided to the Parent Company and the Company reasonable prior notice of such request and the Parent Company or the Company has had a reasonable opportunity, at its expense, to dispute, defend or limit such request for the Confidential Information), that part of the Confidential Information shall no longer be deemed Confidential Information for purposes of this Agreement, but Executive shall continue to be bound by the terms of this Agreement as to all other Confidential Information.

Covenant of Confidentiality. At any time during the term of ExecutiveEmployee’s employment with the Parent Company or the Company its Subsidiary (pursuant to this Agreement or otherwise), and for a period of five (5) years after the termination of ExecutiveEmployee’s employment with the Parent Company or the Company its Subsidiary, as applicable, for any reason, Executive Employee shall not, except in furtherance of the Business of the DHC Covanta Group or otherwise with the prior authorization of the Company, in any form or manner, directly or indirectly, divulge, disclose or communicate to any person, entity, firm, corporation or any other third party (other than in the course of ExecutiveEmployee’s employment hereunderemployment), or utilize for ExecutiveEmployee’s personal benefit or for the benefit of any competitor of the DHC Covanta Group any Confidential Information. For purposes of this Agreement, “Confidential Information” shall mean, but shall not be limited to, any technical or non-technical data, formulae, patterns, compilations, programs, devices, methods, techniques, drawings, designs, processes, procedures, improvements, models or manuals of any member of the DHC Covanta Group or which are licensed by any member of the DHC Covanta Group, any financial data or lists of actual or potential customers or suppliers (including contacts thereat) of the DHC Covanta Group, and any information regarding the contracts, marketing and sales plans, which is not generally known to the public through legitimate origins of the DHC Covanta Group. The Parent Company and the Company and Executive parties hereto each acknowledge and agree that such Confidential Information is extremely valuable to the Parent Company and the Company Covanta Group and shall be deemed to be a “trade secret.” In the event that any part of the Confidential Information becomes generally known to the public through legitimate origins (other than by the breach of this Agreement by Executive Employee or by misappropriation), or is required to be disclosed by legal, administrative or judicial process (provided that Executive Employee has provided to the Parent Company and the Company Covanta reasonable prior notice of such request and the Parent Company or the Company Covanta has had a reasonable opportunity, at its expense, to dispute, defend or limit such request for the Confidential Information), that part of the Confidential Information shall no longer be deemed Confidential Information for purposes of this Agreement, but Executive Employee shall continue to be bound by the terms of this Agreement as to all other Confidential Information.

Covenant of Confidentiality. At any time during Without the term written consent of Executive’s employment with the Parent Company or the Company (pursuant to this Agreement or otherwise)Buyer, and for a period of five (5) years after the termination of Executive’s employment with the Parent Company or the Company for any reason, Executive Seller shall not, except in furtherance nor will any of the Business of the DHC Group or otherwise with the prior authorization of the Companyits Affiliates, in any form or manner, directly or indirectly, divulge, disclose or communicate divulge to any person, entity, firm, corporation or any other third party (other than in the course of Executive’s employment hereunder), or utilize others for Executive’s personal use for its own benefit or for the benefit of others any competitor confidential information or trade secrets with respect to the Acquired Assets, including, but not limited to, Intellectual Property, customer lists, mailing lists, sales, operating procedures, pricing information, costs, records, books of account, customers, process information, formulae, methods, compositions, sources of supply, and inventors (“Buyer Confidential Information”), other than to its accountants, attorneys, lenders, and investors who have a need to know in connection with or as a result of the DHC Group sale of the Acquired Assets. Without the written consent of Seller, Buyer shall not, nor will any of its Affiliates, divulge to others for use for its own benefit or for the benefit of others any confidential information or trade secrets with respect to the Excluded Assets (“Seller Confidential Information. For purposes of this Agreement” and together with the Buyer Confidential Information, the “Confidential Information” shall mean”), but shall not be limited toother than to its accountants, any technical attorneys, lenders, and investors who have a need to know in connection with or non-technical dataas a result of the License Agreement or the transactions contemplated hereby; provided, formulaehowever, patterns, compilations, programs, devices, methods, techniques, drawings, designs, processes, procedures, improvements, models or manuals Buyer may disclose Seller Confidential Information upon a release from escrow of any member of the DHC Group or which are licensed by know-how for any member of the DHC Group, any financial data or lists of actual or potential customers or suppliers (including contacts thereat) of the DHC Group, and any information regarding the contracts, marketing and sales plans, which is not generally known to the public through legitimate origins of the DHC Group. The Parent Company and the Company and Executive acknowledge and agree Silicon Nitride Product that such Confidential Information is extremely valuable to the Parent Company and the Company and shall be deemed to be a “trade secret.” In the event that any part of the Confidential Information becomes generally known to the public through legitimate origins (other than by the breach of this Agreement by Executive or by misappropriation), has been deposited or is required to be disclosed by legal, administrative or judicial process (provided that Executive has provided to deposited in escrow under the Parent Company and the Company reasonable prior notice of such request and the Parent Company or the Company has had a reasonable opportunity, at its expense, to dispute, defend or limit such request for the Confidential Information), that part terms of the License Agreement. Notwithstanding the foregoing, Confidential Information shall no longer not include information which (i) is or becomes generally available to the public other than as a result of a disclosure by receiving party or its Affiliates or representatives or (ii) is required to be deemed disclosed pursuant to operation of law or legal process, governmental regulation or court order; provided, that the party so required to disclose shall promptly notify the party from which it received such information and shall cooperate with such party in securing a protective order or any similar action taken to maintain the confidentiality of the information. Nothing contained in this Section 9.2 shall be construed to limit the common law rights of any of the parties hereto to protect or prohibit the use of its Confidential Information for purposes of this Agreement, but Executive shall continue to be bound by the terms of this Agreement as to all other Confidential Informationat any time.

Covenant of Confidentiality. At Neither Shareholder shall at any time during subsequent to the term Closing, use for any purpose, disclose to any person, or keep or make copies of Executive’s employment documents, tapes, discs, programs or other information storage media ("records") containing, any confidential information concerning the Business, all such information being deemed to be transferred to Surviving Corporation hereunder, except (i) as requested or permitted by Insilco, (ii) as may be required in connection with any obligation Shareholders may have subsequent to the Closing to file returns or reports with, or maintain certain records required by, any Governmental Entity, (iii) for this Agreement and any and all schedules and exhibits attached hereto and any and all documents and instruments contemplated hereby, which may be disclosed and/or used for reasonable purposes only, (iv) for any and all work product and documentation relating to the negotiation and drafting of this Agreement and the other documents and instruments contemplated hereby, which may be disclosed and/or used for reasonable purposes only, (v) any information distributed to all shareholders of Company in connection with the Parent Company or the Company (pursuant to transactions contemplated by this Agreement or otherwise)Agreement, and for (vi) as may be reasonably necessary in connection with the discussions, negotiation, mediation, arbitration or litigation of any dispute arising under this Agreement. For purposes hereof, "confidential information" shall mean and include, without limitation, all Trade Rights in which Company has an interest, all customer and vendor lists and related information, all information concerning Company's processes, products, costs, prices, sales, marketing and distribution methods, properties and assets, liabilities, finances, employees, all privileged communications and work product, and any other information not previously disclosed to the public directly by Company. The term "confidential information" does not include information which (A) is or becomes generally available to the public other than as a period result of a disclosure by Shareholders; or (B) is required by law to be disclosed or is requested by any Governmental Entity, provided that Shareholders shall provide at least five (5) years days notice to Insilco prior to such disclosure. If at any time after Closing either Shareholder should discover that he or she is in 22 27 possession of any records containing the termination confidential information of Executive’s employment with the Parent Company or the Company for any reason, Executive shall not, except in furtherance of the Business of the DHC Group or otherwise with the prior authorization of the Company, in any form or manner, directly or indirectly, divulge, disclose or communicate to any person, entity, firm, corporation or any other third party (other than in the course retention of Executive’s employment hereunder), or utilize for Executive’s personal benefit or for the benefit of any competitor of the DHC Group any Confidential Information. For purposes of this Agreement, “Confidential Information” shall mean, but shall not be limited to, any technical or non-technical data, formulae, patterns, compilations, programs, devices, methods, techniques, drawings, designs, processes, procedures, improvements, models or manuals of any member of the DHC Group or which are licensed by any member of the DHC Group, any financial data or lists of actual or potential customers or suppliers (including contacts thereat) of the DHC Group, and any information regarding the contracts, marketing and sales plans, which is not generally known permitted hereunder, then the party making such discovery shall immediately turn such records over to Surviving Corporation. Each Shareholder severally agrees that he and/or she will not assert a waiver or loss of confidential or privileged status of the information based upon such possession or discovery. Company hereby consents to Insilco's consultation with legal, accounting and other professional advisors to Company concerning advice rendered to Company prior to the public through legitimate origins of Closing regarding the DHC Group. The Parent Company Business, excluding, however, the negotiation and the Company and Executive acknowledge and agree that such Confidential Information is extremely valuable to the Parent Company and the Company and shall be deemed to be a “trade secret.” In the event that any part of the Confidential Information becomes generally known to the public through legitimate origins (other than by the breach drafting of this Agreement by Executive or by misappropriation), or is required to be disclosed by legal, administrative or judicial process (provided that Executive has provided to the Parent Company and the Company reasonable prior notice of such request and the Parent Company or the Company has had a reasonable opportunity, at its expense, to dispute, defend or limit such request for the Confidential Information), that part of the Confidential Information shall no longer be deemed Confidential Information for purposes of this Agreement, but Executive shall continue to be bound by the terms of this Agreement as to all other Confidential Informationtransactions entered into pursuant hereto.

Covenant of Confidentiality. At any time during the term of Executive’s employment with the Parent Company or the Company (pursuant to this Agreement or otherwise), and for a period of five (5) years after the termination of Executive’s employment with the Parent Company or the Company for any reason, Executive shall not, except in furtherance of the Business of the DHC Covanta Group or otherwise with the prior authorization of the Company, in any form or manner, directly or indirectly, divulge, disclose or communicate to any person, entity, firm, corporation or any other third party (other than in the course of Executive’s employment hereunder), or utilize for Executive’s personal benefit or for the benefit of any competitor of the DHC Covanta Group any Confidential Information. For purposes of this Agreement, “Confidential Information” shall mean, but shall not be limited to, any technical or non-technical data, formulae, patterns, compilations, programs, devices, methods, techniques, drawings, designs, processes, procedures, improvements, models or manuals of any member of the DHC Covanta Group or which are licensed by any member of the DHC Covanta Group, any financial data or lists of actual or potential customers or suppliers (including contacts thereat) of the DHC Covanta Group, and any information regarding the contracts, marketing and sales plans, which is not generally known to the public through legitimate origins of the DHC Covanta Group. The Parent Company and Company, the Company and Executive acknowledge and agree that such Confidential Information is extremely valuable to the Parent Company and the Company and shall be deemed to be a “trade secret.” In the event that any part of the Confidential Information becomes generally known to the public through legitimate origins (other than by the breach of this Agreement by Executive or by misappropriation), or is required to be disclosed by legal, administrative or judicial process (provided that Executive has provided to the Parent Company and the Company reasonable prior notice of such request and the Parent Company or the Company has had a reasonable opportunity, at its expense, to dispute, defend or limit such request for the Confidential Information), that part of the Confidential Information shall no longer be deemed Confidential Information for purposes of this Agreement, but Executive shall continue to be bound by the terms of this Agreement as to all other Confidential Information.

Covenant of Confidentiality. At any time during the term of ExecutiveEmployee’s employment with the Parent Company or the Company its Subsidiary (pursuant to this Agreement or otherwise), and for a period of five (5) years after the termination of ExecutiveEmployee’s employment with the Parent Company or the Company its Subsidiary, as applicable, for any reason, Executive Employee shall not, except in furtherance of the Business of the DHC Group Company or otherwise with the prior authorization of the Company, in any form or manner, directly or indirectly, divulge, disclose or communicate to any person, entity, firm, corporation or any other third party (other than in the course of ExecutiveEmployee’s employment hereunderemployment), or utilize for ExecutiveEmployee’s personal benefit or for the benefit of any competitor of the DHC Group Company any Confidential Information. For purposes of this Agreement, “Confidential Information” shall mean, but shall not be limited to, any technical or non-technical data, formulae, patterns, compilations, programs, devices, methods, techniques, drawings, designs, processes, procedures, improvements, models or manuals of any member of the DHC Group Company or which are licensed by any member of the DHC GroupCompany, any financial data or lists of actual or potential customers or suppliers (including contacts thereat) of the DHC GroupCompany, and any information regarding the contracts, marketing and sales plans, which is not generally known to the public through legitimate origins of the DHC GroupCompany. The Parent Company and the Company and Executive parties hereto each acknowledge and agree that such Confidential Information is extremely valuable to the Parent Company and the Company and shall be deemed to be a “trade secret.” In the event that any part of the Confidential Information becomes generally known to the public through legitimate origins (other than by the breach of this Agreement by Executive Employee or by misappropriation), or is required to be disclosed by legal, administrative or judicial process (provided that Executive Employee has provided to the Parent Company and the Company reasonable prior notice of such request and the Parent Company or the Company has had a reasonable opportunity, at its expense, to dispute, defend or limit such request for the Confidential Information), that part of the Confidential Information shall no longer be deemed Confidential Information for purposes of this Agreement, but Executive Employee shall continue to be bound by the terms of this Agreement as to all other Confidential Information.

Covenant of Confidentiality. At any time during the term of Executive’s Employee's employment with the Parent Company or the Company its Subsidiary (pursuant to this Agreement or otherwise), and for a period of five (5) years after the termination of Executive’s Employee's employment with the Parent Company or the Company its Subsidiary, as applicable, for any reason, Executive Employee shall not, except in furtherance of the Business of the DHC Covanta Group or otherwise with the prior authorization of the Company, in any form or manner, directly or indirectly, divulge, disclose or communicate to any person, entity, firm, corporation or any other third party (other than in the course of Executive’s employment hereunderEmployee's employment), or utilize for Executive’s Employee's personal benefit or for the benefit of any competitor of the DHC Covanta Group any Confidential Information. For purposes of this Agreement, “Confidential Information” shall mean, but shall not be limited to, any technical or non-technical data, formulae, patterns, compilations, programs, devices, methods, techniques, drawings, designs, processes, procedures, improvements, models or manuals of any member of the DHC Covanta Group or which are licensed by any member of the DHC Covanta Group, any financial data or lists of actual or potential customers or suppliers (including contacts thereat) of the DHC Covanta Group, and any information regarding the contracts, marketing and sales plans, which is not generally known to the public through legitimate origins of the DHC Covanta Group. The Parent Company and the Company and Executive parties hereto each acknowledge and agree that such Confidential Information is extremely valuable to the Parent Company and the Company Covanta Group and shall be deemed to be a “trade secret.” In the event that any part of the Confidential Information becomes generally known to the public through legitimate origins (other than by the breach of this Agreement by Executive Employee or by misappropriation), or is required to be disclosed by legal, administrative or judicial process (provided that Executive Employee has provided to the Parent Company and the Company Covanta reasonable prior notice of such request and the Parent Company or the Company Covanta has had a reasonable opportunity, at its expense, to dispute, defend or limit such request for the Confidential Information), that part of the Confidential Information shall no longer be deemed Confidential Information for purposes of this Agreement, but Executive Employee shall continue to be bound by the terms of this Agreement as to all other Confidential Information.

Covenant of Confidentiality. At any time during the term of ExecutiveEmployee’s employment with the Parent Company or the Company its Subsidiary (pursuant to this Agreement or otherwise), and for a period of five (5) years after the termination of ExecutiveEmployee’s employment with the Parent Company or the Company its Subsidiary, as applicable, for any reason, Executive Employee shall not, except in furtherance of the Business of the DHC Covanta Group or otherwise with the prior authorization of the Company, in any form or manner, directly or indirectly, divulge, disclose or communicate to any person, entity, firm, corporation or any other third party (other than in the course of ExecutiveEmployee’s employment hereunderemployment), or utilize for ExecutiveEmployee’s personal benefit or for the benefit of any competitor or customer of the DHC Covanta Group any Confidential Information. For purposes of this Agreement, “Confidential Information” shall mean, but shall not be limited to, any technical or non-technical data, formulae, patterns, compilations, programs, devices, methods, techniques, drawings, designs, processes, procedures, improvements, models or manuals of any member of the DHC Covanta Group or which are licensed by any member of the DHC Covanta Group, any financial data or lists of actual or potential customers or suppliers (including contacts thereat) of the DHC Covanta Group, and any information regarding the contracts, marketing and sales plans, which is not generally known to the public through legitimate origins of the DHC Covanta Group. The Parent Company and the Company and Executive parties hereto each acknowledge and agree that such Confidential Information is extremely valuable to the Parent Company and the Company Covanta Group and shall be deemed to be a “trade secret.” In the event that any part of the Confidential Information becomes generally known to the public through legitimate origins (other than by the breach of this Agreement by Executive Employee or by misappropriation), or is required to be disclosed by legal, administrative or judicial process (provided that Executive Employee has provided to the Parent Company and the Company Covanta reasonable prior notice of such request and the Parent Company or the Company Covanta has had a reasonable opportunity, at its expense, to dispute, defend or limit such request for the Confidential Information), that part of the Confidential Information shall no longer be deemed Confidential Information for purposes of this Agreement, but Executive Employee shall continue to be bound by the terms of this Agreement as to all other Confidential Information.

Covenant of Confidentiality. At any time during the term of ExecutiveEmployee’s employment with the Parent Company or the Company Covanta Group (pursuant to this Agreement or otherwise), and for a period of five (5) years after the termination of ExecutiveEmployee’s employment with the Parent Company or the Company Covanta Group, as applicable, for any reason, Executive Employee shall not, except in furtherance of the Business of the DHC Covanta Group or otherwise with the prior authorization of the Company, in any form or manner, directly or indirectly, divulge, disclose or communicate to any person, entity, firm, corporation or any other third party (other than in the course of ExecutiveEmployee’s employment hereunderemployment), or utilize for ExecutiveEmployee’s personal benefit or for the benefit of any competitor of the DHC Covanta Group any Confidential Information. For purposes of this Agreement, “Confidential Information” shall mean, but shall not be limited to, any technical or non-technical data, formulae, patterns, compilations, programs, devices, methods, techniques, drawings, designs, processes, procedures, improvements, models or manuals of any member of the DHC Covanta Group or which are licensed by any member of the DHC Covanta Group, any financial data or lists of actual or potential customers or suppliers (including contacts thereat) of the DHC Covanta Group, and any information regarding the contracts, marketing and sales plans, which is not generally known to the public through legitimate origins of the DHC Covanta Group. The Parent Company and the Company and Executive parties hereto each acknowledge and agree that such Confidential Information is extremely valuable to the Parent Company and the Company Covanta Group and shall be deemed to be a “trade secret.” In the event that any part of the Confidential Information becomes generally known to the public through legitimate origins (other than by the breach of this Agreement by Executive Employee or by misappropriation), or is required to be disclosed by legal, administrative or judicial process (provided that Executive Employee has provided to the Parent Company and the Company reasonable prior notice of such request and the Parent Company or the Company has had a reasonable opportunity, at its expense, to dispute, defend or limit such request for the Confidential Information), that part of the Confidential Information shall no longer be deemed Confidential Information for purposes of this Agreement, but Executive Employee shall continue to be bound by the terms of this Agreement as to all other Confidential Information.