Common use of Non-Disclosure Covenant Clause in Contracts

Non-Disclosure Covenant. Employee recognizes that by virtue of his employment with the Company, he will be granted otherwise prohibited access to trade secrets and other confidential and proprietary information which is not known to its competitors or within the industry generally, which was developed by the Universal Companies over a long period of time and/or at substantial expense, and which is confidential in nature or otherwise of great competitive value to the Company. This information ("Confidential and Proprietary Information") includes, but is not limited to, the Universal Companies' trade secrets; information relating to the Universal Companies' production practices and methods of doing business; sales, marketing, and service strategies, programs, and procedures; contract expiration dates, customers and prospective customers, including, but not limited to, their particularized requirements and preferences, and the identity, authority, and responsibilities of their key contact persons; payment methods; service, product and material costs; pricing structures and bonus and incentive plans; vendors and sources of supply; financial position and business plans; computer programs and databases (including, without limitation, prospecting and layout databases); research projects; new product and service developments; and any other information of the Universal Companies or any of their vendors or customers which the Universal Companies inform Employee, or which Employee should know by virtue of his position or the circumstances in which he learned it, is to be kept confidential. Confidential and Proprietary Information does not include information that is (i) in the public domain (except as a result of a breach of this Agreement or Employee's obligations under a statutory or common law obligation), (ii) obtained by Employee from a third party subsequent to the termination of Employee's employment with the Company (except where the third party obtains the information in violation of a contractual obligation, a statutory or common law obligation), or (iii) independently developed by Employee subsequent to the termination of his employment with the Company if Employee is able to demonstrate that he used no Confidential and Proprietary Information in developing that information. Employee agrees that during the Employment Period and at all times thereafter (a) he will not disclose, use or permit others to use any Confidential and Proprietary Information, or otherwise make use of any of it for his own purposes or the purposes of another, except as required in the course of his employment for the benefit of the Company or as required by law, and (b) he will take all reasonable measures, in accordance with the Universal Companies' policies, procedures, and instructions, to protect the Confidential and Proprietary Information from any accidental or unauthorized disclosure or use.

Non-Disclosure Covenant. Employee recognizes The Company and Holder acknowledge that by virtue of his employment with consulting services performed and to be performed by Holder, and by virtue of Holder's position as a director of the Company, he Holder has been and will continue to be granted otherwise prohibited access in a relationship of confidence and trust with the Company and will come into possession of "Confidential Information" (i) owned or controlled by the Company and its subsidiaries and affiliate companies (as such term is defined from time to time in periodic reports which the Company files with the Securities and Exchange Commission); (ii) in the possession of the Company and its subsidiaries and affiliate companies and belonging to third parties; or (iii) conceived, originated, discovered or developed, in whole or in part, by Holder. As used herein "Confidential Information" means trade secrets and other confidential or proprietary business, technical, personnel or financial information of the Company, whether or not Holder's work product, in written, graphic, oral or other tangible or intangible forms, including but not limited to specifications, samples, records, data, computer programs, drawings, diagrams, models, consumer names, ID's or e-mail addresses, business or marketing plans, studies, analyses, projections and proprietary reports, communications by or to attorneys (including attorney-client privileged communications), memos and other materials prepared by attorneys or under their direction (including attorney work product), and software systems and processes that are not readily available to the public, even such items not specifically marked as a trade secret or confidential, unless the Company advises Holder otherwise in writing or unless the information which is not known to its competitors or within the industry generally, which was developed has been shared by the Universal Companies over Company with entities not bound by non-disclosure agreements. In consideration of the fees paid, to be paid or provided to Holder, including the grant of this Warrant, Holder agrees not to directly or indirectly use or disclose to anyone, either during the term of his engagement as a long period consultant to the Company or after the termination of time and/or at substantial expensesuch engagement, and which is confidential except in nature the performance of his duties or otherwise with the Company's prior written consent, any Confidential Information of great competitive value to the Company. This information ("Confidential and Proprietary Information") includes, but is not limited to, the Universal Companies' trade secrets; information relating to the Universal Companies' production practices and methods of doing business; sales, marketing, and service strategies, programs, and procedures; contract expiration dates, customers and prospective customers, including, but not limited to, their particularized requirements and preferences, and the identity, authority, and responsibilities of their key contact persons; payment methods; service, product and material costs; pricing structures and bonus and incentive plans; vendors and sources of supply; financial position and business plans; computer programs and databases (including, without limitation, prospecting and layout databases); research projects; new product and service developments; and any other information of the Universal Companies or any of their vendors or customers which the Universal Companies inform Employee, or which Employee should know by virtue of his position or the circumstances in which he learned it, is to be kept confidential. Confidential and Proprietary Information non-disclosure covenant does not include apply to information that is (i) in the that is disclosed or becomes public domain (except as a result of a breach of this Agreement through another source; or Employee's obligations under a statutory or common law obligation), (ii) obtained by Employee from a third party subsequent which Holder is required to the termination of Employee's employment with disclose pursuant to court order, subpoena or applicable law (provided that Holder will use reasonable efforts to provide the Company (except where with prompt notice of any such requests or requirement so that the third party obtains Company may seek an appropriate protective order). Holder agrees that in the information in violation event of a contractual obligation, a statutory or common law obligation), or (iii) independently developed by Employee subsequent to the termination of his employment engagement as a consultant to the Company for any reason, Holder will deliver to the Company, upon request, all property belonging to the Company, including all documents and materials of any nature pertaining to Holder's engagement with the Company if Employee is able to demonstrate that he used no Confidential and Proprietary Information in developing that information. Employee agrees that during the Employment Period and at all times thereafter (a) he will not disclosetake with him any documents or materials of any description, use or permit others any reproduction thereof of any description, containing or pertaining to use any Confidential and Proprietary Information, or otherwise make use of any of it for his own purposes or the purposes of another, except as required in the course of his employment for the benefit of the Company or as required by law, and (b) he will take all reasonable measures, in accordance with the Universal Companies' policies, procedures, and instructions, to protect the Confidential and Proprietary Information from any accidental or unauthorized disclosure or use.

Non-Disclosure Covenant. Employee recognizes that by virtue of his employment with the Company, he will be granted otherwise prohibited access to trade secrets and other confidential and proprietary information which is not known to its competitors or within the industry generally, which was developed by the Universal Companies over a long period of time and/or at substantial expense, and which is confidential in nature or otherwise of great competitive value to the Company. This information ("Confidential and Proprietary Information") includes, but is not limited to, the Universal Companies' trade secrets; information relating to the Universal Companies' production practices and methods of doing business; sales, marketing, and service strategies, programs, and procedures; contract expiration dates, customers and prospective customers, including, but not limited to, their particularized requirements and preferences, and the identity, authority, and responsibilities of their key contact persons; payment methods; service, product and material costs; pricing structures and bonus and incentive plans; vendors and sources of supply; financial position and business plans; computer programs and databases (including, without limitation, prospecting and layout databases); research projects; new product and service developments; and any other information of the Universal Companies or any of their its vendors or customers which the Universal Companies inform Employee, or which Employee should know by virtue of his position or the circumstances in which he learned it, is to be kept confidential. Confidential and Proprietary Information does not include information that is (i) in the public domain (except as a result of a breach of this Agreement or Employee's obligations under a statutory or common law obligation), (ii) obtained by Employee from a third party subsequent to the termination of Employee's employment with the Company (except where the third party obtains the information in violation of a contractual obligation, a statutory or common law obligation), or (iii) independently developed by Employee subsequent to the termination of his employment with the Company if Employee is able to demonstrate that he used no Confidential and Proprietary Information in developing that information. Employee agrees that during the Employment Period and at all times thereafter (a) he will not disclose, use or permit others to use any Confidential and Proprietary Information, or otherwise make use of any of it for his own purposes or the purposes of another, except as required in the course of his employment for the benefit of the Company or as required by law, and (b) he will take all reasonable measures, in accordance with the Universal Companies' policies, procedures, and instructions, to protect the Confidential and Proprietary Information from any accidental or unauthorized disclosure or use.