Common use of Employee Confidentiality Agreements Clause in Contracts

Employee Confidentiality Agreements. Any agreement or instrument ----------------------------------- relating to confidentiality, non-disclosure or non-competition obligations of a former employee of CSI and its affiliates who has been, or a current employee of CSI who will be, transferred to a Newco in connection with the Transformation (a "CSI Confidentiality ------------------- Agreement") shall remain in full force and effect according to its --------- terms; provided, however, that none of the following acts committed by former CSI employees within the scope of their employment with a particular Newco shall constitute a breach of such CSI Confidentiality Agreements: (i) the use or disclosure of confidential information of CSI for or on behalf of such Newco, if such disclosure is consistent with the rights granted to such Newco and restrictions imposed on such Newco under this Agreement, any Ancillary Agreement or any other agreement between the parties; (ii) the rendering of any services, directly or indirectly, to such Newco to the extent such services are consistent with the rights granted to such Newco and the restrictions imposed on such Newco under this Agreement, any Ancillary Agreement or any other agreement between the parties. CSI hereby retains all of its rights under the CSI Confidentiality Agreements (except as provided in the immediately preceding sentence), but hereby transfers and assigns to each Newco a portion of its rights under the CSI Confidentiality Agreements of all former CSI employees employed by such Newco to the extent required to permit such Newco to enjoin, restrain, recover damages from or obtain specific performance of the CSI Confidentiality Agreements or obtain other remedies against any Newco employee who breaches his or her CSI Confidentiality Agreement. CSI and the relevant Newco may separately enforce the CSI Confidentiality Agreements of former CSI employees employed by such Newco, in the case of such Newco, to the extent necessary to reasonably protect its interests; provided, however, that such Newco shall not commence any legal action relating thereto without CSI's written consent. In addition, each Newco shall use reasonable commercial efforts to cause each of its employees to execute a new confidentiality agreement which protects the confidential information of such Newco (each a "Newco Confidentiality Agreement"). CSI and ------------------------------- each Newco agree to cooperate as follows: (A) each Newco shall advise CSI of any violation(s) of the CSI Confidentiality Agreements by former CSI employees and cooperate with CSI in enforcing the CSI Confidentiality Agreements; (B) CSI shall use reasonable commercial efforts to enforce its rights under the CSI Confidentiality Agreements and (C) each Newco shall use reasonable commercial efforts to enforce its rights under the Newco Confidentiality Agreements.

Employee Confidentiality Agreements. Any agreement or instrument ----------------------------------- relating to confidentiality, non-disclosure or non-competition obligations of a former employee of CSI and its affiliates who has been, or a current employee of CSI who will be, transferred to a Newco in connection with the Transformation (a "CSI Confidentiality ------------------- Agreement") shall remain in full force and effect according to its --------- terms; provided, however, that none of the following acts committed by former CSI employees within the scope of their employment with a particular Newco shall constitute a breach of such CSI Confidentiality Agreements: (i) the use or disclosure of confidential information of CSI for or on behalf of such Newco, if such disclosure is consistent with the rights granted to such Newco and restrictions imposed on such Newco under this Agreement, any Ancillary Agreement or any other agreement between the parties; (ii) the rendering of any services, directly or indirectly, to such Newco to the extent such services are consistent with the rights granted to such Newco and the restrictions imposed on such Newco under this Agreement, any Ancillary Agreement or any other agreement between the parties. CSI hereby retains all of its rights under the CSI Confidentiality Agreements (except as provided in the immediately preceding sentence), but hereby transfers and assigns to each Newco a portion of its rights under the CSI Confidentiality Agreements of all former CSI employees employed by such Newco to the extent required to permit such Newco to enjoin, restrain, recover damages from or obtain specific performance of the CSI Confidentiality Agreements or obtain other remedies against any Newco employee who breaches his or her CSI Confidentiality Agreement. CSI and the relevant Newco may separately enforce the CSI Confidentiality Agreements of former CSI employees employed by such Newco, in the case of such Newco, to the extent necessary to reasonably protect its interests; provided, however, that such Newco shall not commence any legal action relating thereto without CSI's written consent. In addition, each Newco shall use reasonable commercial efforts to cause each of its employees to execute a new confidentiality agreement which protects the confidential information of such Newco (each a "Newco Confidentiality Agreement"). CSI and ------------------------------- each Newco agree to cooperate as follows: (A) each Newco shall advise CSI of any violation(s) of the CSI Confidentiality Agreements by former CSI employees and cooperate with CSI in enforcing the CSI Confidentiality Agreements; (B) CSI shall use reasonable commercial efforts to enforce its rights under the CSI Confidentiality Agreements and (C) each Newco shall use reasonable commercial efforts to enforce its rights under the Newco Confidentiality Agreements.any

Employee Confidentiality Agreements. Any agreement or instrument ----------------------------------- relating to confidentiality, non-disclosure or non-competition obligations of a former employee of CSI and its affiliates who has been, or a current employee of CSI who will be, transferred to a Newco in connection with the Transformation (a "CSI Confidentiality ------------------- Agreement") shall remain in full force and effect according to its --------- terms; provided, however, that none of the following acts committed by former CSI employees within the scope of their employment with a particular Newco shall constitute a breach of such CSI Confidentiality Agreements: (i) the use or disclosure of confidential information of CSI for or on behalf of such Newco, if such disclosure is consistent with the rights granted to such Newco and restrictions imposed on such Newco under this Agreement, any Ancillary Agreement or any other agreement between the parties; (ii) the rendering of any services, directly or indirectly, to such Newco to the extent such services are consistent with the rights granted to such Newco and the restrictions imposed on such Newco under this Agreement, any Ancillary Agreement or any other agreement between the parties. CSI hereby retains all of its rights under the CSI Confidentiality Agreements (except as provided in the immediately preceding sentence), but hereby transfers and assigns to each Newco a portion of its rights under the CSI Confidentiality Agreements of all former CSI employees employed by such Newco to the extent required to permit such Newco to enjoin, restrain, recover damages from or obtain specific performance of the CSI Confidentiality Agreements or obtain other remedies against any Newco employee who breaches his or her CSI Confidentiality Agreement. CSI and the relevant Newco may separately enforce the CSI Confidentiality Agreements of former CSI employees employed by such Newco, in the case of such Newco, to the extent necessary to reasonably protect its interests; provided, however, that such Newco shall not commence any legal action relating thereto without CSI's written consent. In addition, each Newco shall use reasonable commercial efforts to cause each of its employees to execute a new confidentiality agreement which protects the confidential information of such Newco (each a "Newco Confidentiality Agreement"). CSI and ------------------------------- each Newco agree to cooperate as follows: (A) each Newco shall advise CSI of any violation(s) of the CSI Confidentiality Agreements by former CSI employees and cooperate with CSI in enforcing the CSI Confidentiality Agreements; (B) CSI shall use reasonable commercial efforts to enforce its rights under the CSI Confidentiality Agreements and (C) each Newco shall use reasonable commercial efforts to enforce its rights under the Newco Confidentiality Agreements.