Common use of Non-Disclosure and Return of Confidential Information Clause in Contracts

Non-Disclosure and Return of Confidential Information. You have or will be given access to and provided with items or compilations of sensitive, confidential, proprietary, and/or trade secret information (in tangible or intangible form) in the course of your employment that are not readily available to the public or persons outside the Company through proper means (collectively, “Confidential Information”). Examples of Confidential Information include, but are not limited to, inventions, new product or marketing plans, business strategies and plans, merger and acquisition targets, financial information, costs and pricing structures, unpublished pricing information and underlying pricing-related variables such as costs, volume discounting options, and profit margins, pricing strategy, computer programs, source codes, models and databases, analytical models, customer lists and information, and supplier and vendor lists and information. “Confidential Information” does not include information that lawfully is or becomes generally and publicly known outside of the Company, or that has been independently developed and disclosed by others with proper authority to do so, in each case other than through your breach of this Agreement or breach by you or another person or entity of some other obligation to the Company. You agree not to disclose or use Confidential Information, either during or after your employment with the Company, except as necessary to perform your duties or as the Company may consent in writing, and except as required by applicable law or by subpoena in each case disclosed in advance to the Company (subject to Section 7(c)(vii) below). You further agree to return any and all Confidential Information and all other Company property, whether in hard or electronic format, regardless of the location on which such information or property may reside, no later than three (3) business days following the termination of your employment or upon demand of the Company, if earlier. If, and only if, the controlling state law applicable to you requires a time limit to be placed on restrictions concerning the post-employment use of Confidential Information for the restriction to be enforceable, then this restriction on your use of Confidential Information that is not a trade secret will expire three (3) years after your employment or other association with the Company ends. This time limit will not apply to (a) Confidential Information that qualifies as a trade secret, or (b) third party Confidential Information. The Company’s trade secrets will remain protected for as long as they qualify as trade secrets under applicable law. Items of third party Confidential Information will remain protected for as long as allowed under the laws and/or separate agreements that make them confidential.

Non-Disclosure and Return of Confidential Information. You have or will be given access to and provided with items trade secrets, confidential and proprietary information, and other non-public information and data of or compilations about the Company (and any entity that directly, or indirectly through one or more intermediaries, is owned or controlled by, owns or controls, or is under common ownership or control with, the Company; for this purpose, “control” of sensitivean entity means the possession, confidentialdirect or indirect, proprietaryof the power to direct or cause the direction of the management and policies of the entity, and/or trade secret information whether through the ownership of voting securities, by contract or otherwise (in tangible or intangible formits “Affiliates”)) and its business (“Confidential Information”) in the course of your employment that are not readily available Service which is of unique value to the public or persons outside the Company through proper means (collectively, “Confidential Information”)Company. Examples of Confidential Information include, but are not limited to, without limitation: confidential business or manufacturing processes; research and development information; inventions, improvements and designs; new product or marketing plans, ; business strategies and plans, ; merger and acquisition targets, ; financial information, costs and pricing structures, unpublished pricing information and underlying pricing-related variables such as costs, volume discounting options, and profit margins, pricing strategy, information; computer programs, source codes, models and databases, ; analytical models, ; human resources strategies; customer lists and information, and ; information received from or about third parties that the Company is obligated to keep confidential; supplier and vendor lists lists; and information. “Confidential Information” does other information which is not include information that lawfully is or becomes generally and publicly known outside of the Company, or that has been independently developed and disclosed by others with proper authority to do so, in each case other than through your breach of this Agreement or breach by you or another person or entity of some other obligation available to the Companypublic. You agree not to disclose disclose, publish or use Confidential Information, either during or after your employment with the CompanyService is terminated, except (i) as necessary to perform your duties or during your term of Service, (ii) as the Company may consent in writing, and except (iii) as required by applicable law or judicial process, provided you (unless prohibited by applicable law) promptly notify the Company in writing of any subpoena or other judicial request for disclosure involving Confidential Information or trade secrets, and reasonably cooperate with any effort by the Company to obtain a protective order preserving the confidentiality of the Confidential Information or trade secrets, or (iv) in each case disclosed in advance connection with reporting possible violations of law or regulations to any governmental agency or from making other disclosures protected under any applicable whistleblower laws. The confidentiality obligations set forth herein shall continue indefinitely, for so long as the Confidential Information remains confidential (and you understand that you will not be relieved of your obligations if the Confidential Information loses its confidential nature because of a breach of any of your obligations to the Company or its Affiliates). If this Agreement is enforced by a court applying the law of a jurisdiction where a time frame is required for a non-disclosure provision to be enforceable with respect to information that does not rise to the level of a trade secret, then your obligations with respect to such information will be in effect during your term of Service and for three (subject to Section 7(c)(vii3) below)years thereafter. You further agree to return any and all Confidential Information and all other Company propertyInformation, whether in hard or electronic format, regardless of the location on which such information or property may reside, no later than three (3) business days following the termination of your employment Service. Notwithstanding anything to the contrary herein or upon demand in any policy of the Company, if earlier. If, and only if, the controlling you may not be held criminally or civilly liable under any federal or state trade secret law applicable to you requires a time limit to be placed on restrictions concerning the post-employment use of Confidential Information for the restriction to be enforceable, then this restriction on your use disclosure of Confidential Information that is not a trade secret will expire three that is made (3A) years after your employment in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney if such disclosure is made solely for the purpose of reporting or investigating a suspected violation of law or for pursuing an anti-retaliation lawsuit; or (B) in a complaint or other association with document filed in a lawsuit or other proceeding, if such filing is made under seal and you do not disclose the trade secret except pursuant to a court order. In the event a disclosure is made, and you file a lawsuit against the Company ends. This time limit will alleging that the Company retaliated against you because of your disclosure, you may disclose the relevant trade secret or confidential information to your attorney and may use the same in the court proceeding only if (x) you ensure that any court filing that includes the trade secret or confidential information at issue is made under seal; and (y) you do not apply to (a) Confidential Information that qualifies otherwise disclose the trade secret or confidential information except as a trade secret, or (b) third party Confidential Information. The Company’s trade secrets will remain protected for as long as they qualify as trade secrets under applicable law. Items of third party Confidential Information will remain protected for as long as allowed under the laws and/or separate agreements that make them confidentialrequired by court order.

Non-Disclosure and Return of Confidential Information. You have or will be given access to and provided with items or compilations of sensitive, confidential, proprietary, and/or trade secret information (in tangible or intangible form) in the course of your employment that are not readily available to the public or persons outside the Company through proper means (collectively, “Confidential Information”). Examples of Confidential Information include, but are not limited to, inventions, new product or marketing plans, business strategies and plans, merger and acquisition targets, financial information, costs and pricing structures, unpublished pricing information and underlying pricing-related variables such as costs, volume discounting options, and profit margins, pricing strategy, computer programs, source codes, models and databases, analytical models, customer lists and information, and supplier and vendor lists and information. Confidential Information shall be understood to include any and all Company trade secrets (as defined under applicable state or federal law), but an item need not be a trade secret to qualify as Confidential Information. An item of Confidential Information will ordinarily constitute a trade secret under state or federal law if (a) it derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use, and (b) it is the subject of efforts that are reasonable under the circumstances (or under federal law, using reasonable measures) to maintain its secrecy. “Confidential Information” does not include information that lawfully is or becomes generally and publicly known outside of the Company, or that has been independently developed and disclosed by others with proper authority to do so, in each case other than through your breach of this Agreement or breach by you or another person or entity of some other obligation to the Company. You agree not to disclose or use Confidential Information, either during or after your employment with the Company, except as necessary to perform your duties or as the Company may consent in writing, and except as required by applicable law or by subpoena in each case disclosed in advance to the Company (subject to Section 7(c)(vii) below). You further agree to return any and all Confidential Information and all other Company property, whether in hard or electronic format, regardless of the location on which such information or property may reside, no later than three (3) business days following the termination of your employment or upon demand of the Company, if earlier. If, and only if, the controlling state law applicable to you requires a time limit to be placed on restrictions concerning the post-employment use of Confidential Information for the restriction to be enforceable, then this restriction on your use of Confidential Information that is not a trade secret will expire three (3) years after your employment or other association with the Company ends. This time limit will not apply to (a) Confidential Information that qualifies as a trade secret, or (b) third party Confidential Information. The Company’s trade secrets will remain protected for as long as they qualify as trade secrets under applicable law. Items of third party Confidential Information will remain protected for as long as allowed under the laws and/or separate agreements that make them confidential.