Common use of Non-Disclosure and Non-Use Obligations Clause in Contracts

Non-Disclosure and Non-Use Obligations. The Employee agrees that he will not at any time, without the prior written consent of the Corporation (which shall be evidenced by a writing signed by a majority of the Corporation's Board of Directors or by action taken by the Board of Directors at a meeting), either during or after any termination of this Agreement, divulge or disclose to anyone outside the Corporation or its professional advisers, or use or permit any third party to use for its own benefit, any such Proprietary Information. The Employee will not, during his or her engagement by the Corporation hereunder or at any time thereafter, use or attempt to use any such Proprietary Information for any purpose other than the Employee's provision of services to the Corporation, and in no event in any manner which may injure or cause loss or may be calculated or reasonably expected to injure or cause loss to the Corporation. Notwithstanding the provisions of this paragraph, Employee may divulge or disclose Proprietary Information to Employee's legal advisers, provided that such advisors agree to keep such Proprietary Information confidential, or in response to a court or arbitration order. The Employee further agrees not to make any notes, memoranda, flow charts, logic diagrams, specifications, reports, compilations, analyses, sketches, drawings, technical data, source code, object code, models or other physical manifestations (or copies thereof) relating to any matter within the scope of the Proprietary Information at any time otherwise than for the benefit of the Corporation, or, either during or after the termination of this Agreement, to use or permit to be used any such information (or copies thereof) otherwise than for the benefit of the Corporation. Upon termination of this Agreement, the Employee shall deliver to the Corporation at its address set forth above all such notes, memoranda, flow charts, logic diagrams, specifications, reports, compilations, analyses, sketches, drawings, technical data, source code, object code, models and other physical manifestations and any other related information and all copies thereof made during the term of this Agreement. Notwithstanding the provisions of this paragraph, Employee may retain, for a reasonable time, such copies as Employee reasonably believes may be necessary for legal reasons or upon advice of legal counsel for the purpose of defending Employee in any pending or threatened litigation.

Non-Disclosure and Non-Use Obligations. The Employee agrees that he will not at any time, without the prior written consent of the Corporation (which shall be evidenced by a writing signed by a majority of the Corporation's Board of Directors or by action taken by the Board of Directors at a meeting), either during or after any termination of this Agreement, divulge or disclose to anyone outside the Corporation or its professional advisers, or use or permit any third party to use for its own benefit, any such Proprietary Information. The Employee will not, during his or her engagement by the Corporation hereunder or at any time thereafter, use or attempt to use any such Proprietary Information for any purpose other than the Employee's provision of services to the Corporation, and in no event in any manner which may injure or cause loss or may be calculated or reasonably expected to injure or cause loss to the Corporation. Notwithstanding the provisions of this paragraph, Employee may divulge or disclose Proprietary Information to Employee's legal advisers, provided that such advisors agree to keep such Proprietary Information confidential, or in response to a court or arbitration order. The Employee further agrees not to make any notes, memoranda, flow charts, logic diagrams, specifications, reports, compilations, analyses, sketches, drawings, technical data, source code, object code, models or other physical manifestations (or copies thereof) relating to any matter within the scope of the Proprietary Information at any time otherwise than for the benefit of the Corporation, or, either during or after the termination of this Agreement, to use or permit to be used any such information (or copies thereof) otherwise than for the benefit of the Corporation. Upon termination of this Agreement, the Employee shall deliver to the Corporation at its address set forth above all such notes, memoranda, flow charts, logic diagrams, specifications', reports, compilations, analyses, sketches, drawings, technical data, source code, object code, models and other physical manifestations and any other related information and all copies thereof made during the term of this Agreement. Notwithstanding the provisions of this paragraph, Employee may retain, for a reasonable time, such copies as Employee reasonably believes may be necessary for legal reasons or upon advice of legal counsel for the purpose of defending Employee in any pending or threatened litigation.

Non-Disclosure and Non-Use Obligations. The Employee agrees that he she will not at any time, without the prior written consent of the Corporation (which shall be evidenced by a writing signed by a majority of the Corporation's Board of Directors or by action taken by the Board of Directors at a meeting), either during or after any termination of this Agreement, divulge or disclose to anyone outside the Corporation or its professional advisers, or use or permit any third party to use for its own benefit, any such Proprietary Information. The Employee will not, during his or her engagement by the Corporation hereunder or at any time thereafter, use or attempt to use any such Proprietary Information for any purpose other than the Employee's provision of services to the Corporation, and in no event in any manner which may injure or cause loss or may be calculated or reasonably expected to injure or cause loss to the Corporation. Notwithstanding the provisions of this paragraph, Employee may divulge or disclose Proprietary Information to Employee's legal advisers, provided that such advisors agree to keep such Proprietary Information confidential, or in response to a court or arbitration order. The Employee further agrees not to make any notes, memoranda, flow charts, logic diagrams, specifications, reports, compilations, analyses, sketches, drawings, technical data, source code, object code, models or other physical manifestations (or copies thereof) relating to any matter within the scope of the Proprietary Information at any time otherwise than for the benefit of the Corporation, or, either during or after the termination of this Agreement, to use or permit to be used any such information (or copies thereof) otherwise than for the benefit of the Corporation. Upon termination of this Agreement, the Employee shall deliver to the Corporation at its address set forth above all such notes, memoranda, flow charts, logic diagrams, specifications, ,' reports, compilations, analyses, sketches, drawings, technical data, source code, object code, models and other physical manifestations and any other related information and all copies thereof made during the term of this Agreement. Notwithstanding the provisions of this paragraph, Employee may retain, for a reasonable time, such copies as Employee reasonably believes may be necessary for legal reasons or upon advice of legal counsel for the purpose of defending Employee in any pending or threatened litigation.

Non-Disclosure and Non-Use Obligations. The Employee Executive agrees that he will not at any time, without the prior written consent of the Corporation ALC (which shall be evidenced by a writing signed by a majority of the CorporationALC's Board of Directors or by action taken by the Board of Directors at a meeting), either during or after any termination of this Agreement, divulge or disclose to anyone outside the Corporation ALC or its professional advisers, or use or permit any third party to use for its own benefit, any such Proprietary Information. The Employee Executive will not, during his or her engagement by the Corporation ALC hereunder or at any time thereafter, use or attempt to use any such Proprietary Information for any purpose other than the EmployeeExecutive's provision of services to the CorporationALC, and in no event in any manner which may injure or cause loss or may be calculated or reasonably expected to injure or cause loss to the CorporationALC. Notwithstanding the provisions of this paragraph, Employee Executive may divulge or disclose Proprietary Information to EmployeeExecutive's legal advisers, provided that such advisors agree to keep such Proprietary Information confidential, or in response to a court or arbitration order. The Employee Executive further agrees not to make any notes, memoranda, flow charts, logic diagrams, specifications, reports, compilations, analyses, sketches, drawings, technical data, source code, object code, models or other physical manifestations (or copies thereof) relating to any matter within the scope of the Proprietary Information at any time otherwise other than for the benefit of the CorporationALC, or, either during or after the termination of this Agreement, to use or permit to be used any such information (or copies thereof) otherwise other than for the benefit of the CorporationALC. Upon termination of this Agreement, the Employee Executive shall deliver to the Corporation ALC at its address set forth above all such notes, memoranda, flow charts, logic diagrams, specifications, reports, compilations, analyses, sketches, drawings, technical data, source code, object code, models and other physical manifestations and any other related information and all copies thereof made during the term of this Agreement. Notwithstanding the provisions of this paragraph, Employee may retain, for a reasonable time, such copies as Employee reasonably believes may be necessary for legal reasons or upon advice of legal counsel for the purpose of defending Employee in any pending or threatened litigation.