Common use of Nondisclosure and Nonuse of Confidential Information Clause in Contracts

Nondisclosure and Nonuse of Confidential Information. (a) The Employee will not disclose or use at any time, either during the Employment Period or thereafter, any Confidential Information (as hereinafter defined) of which the Employee is or becomes aware, whether or not such information is developed by him, except to the extent that such disclosure or use is directly related to and required by the Employee’s performance in good faith of duties assigned to the Employee by the Company or has been expressly authorized by the CEO or his designee; provided, however, that this sentence shall not be deemed to prohibit the Employee from complying with any subpoena, order, judgment or decree of a court or governmental or regulatory agency of competent jurisdiction (an “Order”); provided, further, however, that (i) the Employee agrees to provide the Company with prompt written notice of any such Order and to assist the Company, at the Company’s expense, in asserting any legal challenges to or appeals of such Order that the Company in its sole discretion pursues, and (ii) in complying with any such Order, the Employee shall limit his disclosure only to the Confidential Information that is expressly required to be disclosed by such Order. The Employee will take all appropriate steps to safeguard Confidential Information and to protect it against disclosure, misuse, espionage, loss and theft. The Employee shall deliver to the Company at the termination of the Employment Period, or at any time the Company may request, all memoranda, notes, plans, records, reports, electronic information, files and software and other documents and data (and copies thereof) relating to the Confidential Information or the Work Product (as hereinafter defined) of the business of the Company Group which the Employee may then possess or have under his control.

Nondisclosure and Nonuse of Confidential Information. (a) The Employee will not disclose or use at any time, either during the Employment Period or thereafter, any Confidential Information (as hereinafter defined) of which the Employee is or becomes aware, whether or not such information is developed by him, except to the extent that such disclosure or use is directly related to and required by the Employee’s performance in good faith of duties assigned to the Employee by the Company or has been expressly authorized by the CEO or his designeeBoard; provided, however, that this sentence shall not be deemed to prohibit the Employee from complying with any subpoena, order, judgment or decree of a court or governmental or regulatory agency of competent jurisdiction (an “Order”); provided, further, however, that (i) the Employee agrees to provide the Company with prompt written notice of any such Order and to assist the Company, at the Company’s expense, in asserting any legal challenges to or appeals of such Order that the Company in its sole discretion pursues, and (ii) in complying with any such Order, the Employee shall limit his disclosure only to the Confidential Information that is expressly required to be disclosed by such Order. The Employee will take all appropriate steps to safeguard Confidential Information and to protect it against disclosure, misuse, espionage, loss and theft. The Employee shall deliver to the Company at the termination of the Employment Period, or at any time the Company may request, all memoranda, notes, plans, records, reports, electronic information, files and software and other documents and data (and copies thereof) relating to the Confidential Information or the Work Product (as hereinafter defined) of the business of the Company Group which the Employee may then possess or have under his control.

Nondisclosure and Nonuse of Confidential Information. (a) The Employee will Consultant shall not disclose or use at any timetime without the written consent of the Company, either during the Employment Consulting Period or thereafter, any Confidential Information (as hereinafter defineddefined below) of which the Employee Consultant is or becomes aware, whether or not such information is developed by himit, except to the extent that such disclosure or use is directly related to and required by the EmployeeConsultant’s performance in good faith of duties assigned hereunder or is required to the Employee be disclosed by the Company law, court order, or has been expressly authorized by the CEO or his designeesimilar compulsion; provided, however, that this sentence such disclosure shall not be deemed limited to prohibit the Employee from complying with any subpoena, order, judgment extent so required or decree of a court or governmental or regulatory agency of competent jurisdiction (an “Order”)compelled; and provided, further, however, that (i) the Employee agrees to provide Consultant shall give the Company with prompt written notice of any such Order disclosure and to assist cooperate with the Company in seeking suitable protection. The Consultant acknowledges that the Company's Confidential Information has been generated at great effort and expense by the Company and its predecessors and affiliates and has been maintained in a confidential manner by the Company, at the Company’s expense, in asserting its predecessors and affiliates. The Consultant does not claim any legal challenges rights to or appeals of such Order that lien on any Confidential Information. The Consultant will immediately notify the Company in its sole discretion pursuesof any unauthorized possession, and (ii) in complying with use, disclosure, copying, removal or destruction, or attempt thereof, of any such Order, the Employee shall limit his disclosure only to the Confidential Information that is expressly required to be disclosed by such Orderanyone of which the Consultant becomes aware and of all details thereof. The Employee will Consultant shall take all reasonably appropriate steps to safeguard Confidential Information and to protect it against disclosure, misuse, espionage, loss and theft. The Employee Consultant shall deliver to the Company at on the termination of the Employment PeriodTermination Date, or at any time the Company may request, all memoranda, notes, plans, records, reports, electronic information, files computer tapes and software and other documents and data (and copies thereofthereof regardless of the form thereof (including electronic and optical copies)) relating to the Confidential Information or the Work Product (as hereinafter defineddefined below) of the business Company or any of the Company Group its affiliates which the Employee Consultant may then possess or have under his its control.

Nondisclosure and Nonuse of Confidential Information. (a) The Employee will Executive shall not disclose or use at any timetime without the written consent of the Company, either during the Employment Period or thereafter, any Confidential Information (as hereinafter defineddefined below) of which the Employee Executive is or becomes aware, whether or not such information is developed by himher, except to the extent that such disclosure or use is directly related to and required by the EmployeeExecutive’s performance in good faith of duties assigned to the Employee Executive by the Company or has been expressly authorized is required to be disclosed by the CEO law, court order, or his designeesimilar compulsion; provided, however, that this sentence such disclosure shall not be deemed limited to prohibit the Employee from complying with any subpoena, order, judgment extent so required or decree of a court or governmental or regulatory agency of competent jurisdiction (an “Order”)compelled; and provided, further, however, that (i) the Employee agrees to provide Executive shall give the Company with prompt written notice of any such Order disclosure and to assist cooperate with the Company in seeking suitable protection. The Executive acknowledges that the Company’s Confidential Information has been generated at great effort and expense by the Company and its predecessors and affiliates and has been maintained in a confidential manner by the Company, at the Company’s expense, in asserting its predecessors and affiliates. The Executive does not claim any legal challenges rights to or appeals of such Order that lien on any Confidential Information. The Executive will immediately notify the Company in its sole discretion pursuesof any unauthorized possession, and (ii) in complying with use, disclosure, copying, removal or destruction, or attempt thereof, of any such Order, the Employee shall limit his disclosure only to the Confidential Information that is expressly required to be disclosed by such Orderanyone of which the Executive becomes aware and of all details thereof. The Employee will Executive shall take all reasonably appropriate steps to safeguard Confidential Information and to protect it against disclosure, misuse, espionage, loss and theft. The Employee Executive shall deliver to the Company at on the termination of the Employment PeriodTermination Date, or at any time the Company may request, all memoranda, notes, plans, records, reports, electronic information, files computer tapes and software and other documents and data (and copies thereofthereof regardless of the form thereof (including electronic and optical copies)) relating to the Confidential Information or the Work Product (as hereinafter defineddefined below) of the business Company or any of the Company Group its affiliates which the Employee Executive may then possess or have under his her control.

Nondisclosure and Nonuse of Confidential Information. Distributor acknowledges that: (ai) The Employee the Confidential Information is a valuable, special, and unique asset of ILS, the unauthorized disclosure or use of which could cause substantial injury and loss of profits and goodwill to ILS; (ii) Distributor is in a position of trust and subject to a duty of loyalty to ILS, and (iii) by reason of this Agreement, Distributor will have access to the Confidential Information. Distributor, therefore, acknowledges that it is in ILS’s legitimate business interest to restrict Distributor’s disclosure or use of Confidential Information for any purpose other than in connection with Distributor’s performance of Distributor’s duties for ILS, and to limit any potential misappropriation of such Confidential Information by Distributor. Distributor will not disclose or use at any time, either during the Employment Period term of this Agreement or thereafter, any Confidential Information (as hereinafter defined) of which the Employee Distributor is or becomes aware, whether or not such information is developed by himhim or her, except to the extent that such disclosure or use is directly related to and required by the EmployeeDistributor’s performance in good faith of duties assigned to the Employee Distributor by the Company or has been expressly authorized by the CEO or his designeeILS; provided, however, that this sentence shall not be deemed to prohibit the Employee Distributor from complying with any subpoena, order, judgment judgment, or decree of a court or governmental or regulatory agency of competent jurisdiction (an “Order”); provided, further, however, that . In the event there is an Order: (i) the Employee Distributor agrees to provide the Company ILS with prompt written notice of any such Order and to assist the CompanyILS, at the CompanyILS’s expense, in asserting any legal challenges to or appeals of such Order that the Company ILS in its sole discretion pursues, and (ii) in complying with any such Order, the Employee Distributor shall limit his or her disclosure only to the Confidential Information that is expressly required to be disclosed by such Order. The Employee Distributor will take all appropriate steps to safeguard Confidential Information and to protect it against disclosure, misuse, espionage, loss loss, and theft. The Employee Distributor shall deliver to the Company ILS at the termination of the Employment PeriodTermination Date, or at any time the Company ILS may request, all memoranda, notes, plans, records, reports, electronic information, files and software software, and other documents and data (and copies thereof) relating to the Confidential Information or the Work Product (as hereinafter defined) of the business of the Company Group ILS which the Employee Distributor may then possess or have under his or her control.

Nondisclosure and Nonuse of Confidential Information. (a) The Employee will not disclose or use at any time, either during the Employment Period or thereafter, any Confidential Information (as hereinafter defined) of which the Employee is or becomes aware, whether or not such information is developed by himher, except to the extent that such disclosure or use is directly related to and required by the Employee’s performance in good faith of duties assigned to the Employee by the Company or has been expressly authorized by the CEO or his designee; provided, however, that this sentence shall not be deemed to prohibit the Employee from complying with any subpoena, order, judgment or decree of a court or governmental or regulatory agency of competent jurisdiction (an “Order”); provided, further, however, that (i) the Employee agrees to provide the Company with prompt written notice of any such Order and to assist the Company, at the Company’s expense, in asserting any legal challenges to or appeals of such Order that the Company in its sole discretion pursues, and (ii) in complying with any such Order, the Employee shall limit his her disclosure only to the Confidential Information that is expressly required to be disclosed by such Order. The Employee will take all appropriate steps to safeguard Confidential Information and to protect it against disclosure, misuse, espionage, loss and theft. The Employee shall deliver to the Company at the termination of the Employment Period, or at any time the Company may request, all memoranda, notes, plans, records, reports, electronic information, files and software and other documents and data (and copies thereof) relating to the Confidential Information or the Work Product (as hereinafter defined) of the business of the Company Group which the Employee may then possess or have under his her control.

Nondisclosure and Nonuse of Confidential Information. (a) The Employee will Executive shall not disclose or use at any timetime without the written consent of the Company, either during the Employment Period or thereafter, any Confidential Information (as hereinafter defineddefined below) of which the Employee Executive is or becomes aware, whether or not such information is developed by him, except to the extent that such disclosure or use is directly related to and required by the EmployeeExecutive’s performance in good faith of duties assigned to the Employee Executive by the Company or has been expressly authorized is required to be disclosed by the CEO law, court order, or his designeesimilar compulsion; provided, however, that this sentence such disclosure shall not be deemed limited to prohibit the Employee from complying with any subpoena, order, judgment extent so required or decree of a court or governmental or regulatory agency of competent jurisdiction (an “Order”)compelled; and provided, further, however, that (i) the Employee agrees to provide Executive shall give the Company with prompt written notice of any such Order disclosure and to assist cooperate with the Company in seeking suitable protection. The Executive acknowledges that the Company’s Confidential Information has been generated at great effort and expense by the Company and its predecessors and affiliates and has been maintained in a confidential manner by the Company, at the Company’s expense, in asserting its predecessors and affiliates. The Executive does not claim any legal challenges rights to or appeals of such Order that lien on any Confidential Information. The Executive will immediately notify the Company in its sole discretion pursuesof any unauthorized possession, and (ii) in complying with use, disclosure, copying, removal or destruction, or attempt thereof, of any such Order, the Employee shall limit his disclosure only to the Confidential Information that is expressly required to be disclosed by such Orderanyone of which the Executive becomes aware and of all details thereof. The Employee will Executive shall take all reasonably appropriate steps to safeguard Confidential Information and to protect it against disclosure, misuse, espionage, loss and theft. The Employee Executive shall deliver to the Company at on the termination of the Employment Periodday this Agreement is terminated, or at any time the Company may request, all memoranda, notes, plans, records, reports, electronic information, files computer tapes and software and other documents and data (and copies thereofthereof regardless of the form thereof (including electronic and optical copies)) relating to the Confidential Information or the Work Product (as hereinafter defineddefined below) of the business Company or any of the Company Group its affiliates which the Employee Executive may then possess or have under his control.

Nondisclosure and Nonuse of Confidential Information. (a) The Employee will not disclose or use at any time, either during the Employment Period or thereafter, any Confidential Information (as hereinafter defined) of which the Employee is or becomes aware, whether or not such information is developed by him, except to the extent that such disclosure or use (i) is directly related to and required by the Employee’s performance in good faith of duties assigned to the Employee by the Company or Company, (ii) has been expressly authorized by the CEO Managers or his designee(iii) is required by applicable law; provided, however, that this sentence shall not be deemed to prohibit the Employee from complying with any subpoena, order, judgment or decree of a court or governmental or regulatory agency of competent jurisdiction (an “Order”); provided, further, however, that (i) the Employee agrees to provide the Company with prompt written notice of any such Order and to assist the Company, at the Company’s expense, in asserting any legal challenges to or appeals of such Order that the Company in its sole reasonable discretion pursues, and (ii) in complying with any such Order, the Employee shall limit his disclosure only to the Confidential Information that is expressly required to be disclosed by such Order. The Employee will take all appropriate steps to safeguard Confidential Information and to protect it against disclosure, misuse, espionage, loss and theft. The Employee shall deliver to the Company at the termination of the Employment Period, or at any time the Company may request, all memoranda, notes, plans, records, reports, electronic information, files computer tapes and software and other documents and data (and copies thereof) relating to the Confidential Information or the Work Product (as hereinafter defined) of the business of the Company Group or any of its Affiliates which the Employee may then possess or have under his control.

Nondisclosure and Nonuse of Confidential Information. (a) The Employee will Executive acknowledges that his work as an employee of the Company has exposed him to Confidential Information of the Company and that his work as a consultant to the Company may expose him to additional Confidential Information. "Confidential Information" includes but is not disclose limited to customer lists, employee lists, methods of pricing, special customer requirements for service, information on methods of servicing customer, operational information, confidential research projects, plans for future development, matters of a technical nature and other information of a similar nature. Executive shall not, directly or use indirectly, at any time, either time during or after the Employment Period or thereafter, any Confidential Information (as hereinafter defined) termination of which his employment with the Employee is or becomes aware, whether or not such information is developed by himCompany, except to the extent that such disclosure or use is directly related to and required by the Employee’s performance in good faith law, (1) reveal, divulge, make known, sell, exchange, give away or otherwise dispose of, to any person, firm, or corporation, any Confidential Information of duties assigned to the Employee by the Company or has its business, whether the same shall or may have been expressly authorized designed, developed or originated by the CEO Executive or his designeeotherwise, or (2) reveal, divulge or make known to any person, firm, or corporation, the name of any of Company's customers. This obligation shall not apply to information which (a) is acquired from a third party who, to the best of Executive's knowledge, is not in default of any obligation to the Company in disclosing such information or (b) is already in the public domain or known to the Company's competitors or the public generally or that becomes available to the public generally or the Company's competitors other than as a result of Executive's breach of this Agreement. All records and books relating in any manner whatsoever to the Company, shall be the exclusive property of the Company regardless of who actually prepared the original record or book. Executive shall not copy or cause to have copied any such records and books except in the ordinary course of business. All such records and books shall be immediately returned to the Company by Executive on the date hereof. If the Company shall breach its obligations to pay Executive monies due him under this Agreement or otherwise fail to comply with its material obligations hereunder, then if Executive shall have given the Company written notice of its breach of this Agreement and if the Company shall not have remedied such breach within sixty days of the date of receipt by it of such notice, Executive shall be discharged of all obligations under this Section 2; provided, however, that this sentence shall not be deemed to prohibit if the Employee from complying with any subpoena, order, judgment or decree of Company's breach occurs at a court or governmental or regulatory agency of competent jurisdiction (an “Order”); provided, further, however, that (i) the Employee agrees to provide the Company with prompt written notice time when Executive is in breach of any such Order of his obligations under this Agreement, then Executive shall remain bound by this Section 2 and to assist all other provisions of this Agreement notwithstanding the Company, at the Company’s expense, in asserting any legal challenges to or appeals of such Order that the Company in its sole discretion pursues, and (ii) in complying with any such Order, the Employee shall limit his disclosure only to the Confidential Information that is expressly required to be disclosed by such Order. The Employee will take all appropriate steps to safeguard Confidential Information and to protect it against disclosure, misuse, espionage, loss and theft. The Employee shall deliver to the Company at the termination of the Employment Period, or at any time the Company may request, all memoranda, notes, plans, records, reports, electronic information, files and software and other documents and data (and copies thereof) relating to the Confidential Information or the Work Product (as hereinafter defined) of the business of the Company Group which the Employee may then possess or have under his control's breach.