Common use of Nondisclosure of Proprietary Information Clause in Contracts

Nondisclosure of Proprietary Information. At all times during and after Executive's employment with the Company (whether or not such termination is voluntary or involuntary, with or without Cause or Good Reason or by disability), Executive agrees to keep in strict confidence and trust all Proprietary Information (as defined below) and not to use or disclose (or induce or assist in the use or disclosure of) any Proprietary Information without the prior express written consent of the Company, except as may be necessary in the ordinary course of performing Executive's duties as an officer of the Company. Executive acknowledges that irreparable injury will result to the Company from Executive's violation or continued violation of the terms of this Article IV, and Executive expressly agrees that the Company shall be entitled, in addition to damages and any other remedies provided by law, to an injunction or other equitable remedy respecting such violation or continued violation. For purposes of this Agreement, "PROPRIETARY INFORMATION" shall mean information generally unavailable to the public that has been created, discovered, developed, or otherwise become known to the Company or in which property rights have been assigned or otherwise conveyed to the Company, including any modifications or enhancements thereto, which information has material economic value or potential material economic value to the Company or the business in which the Company is or will be engaged. Proprietary Information shall include, but not be limited to, financial, sales and distribution information; business plans, strategies and forecasts; lists of employees, contractors, customers, agents and independent brokers; trade secrets; processes; formulas; data; know-how; negative know-how; improvements; discoveries; developments; designs; inventions; techniques; proposals; reports; client information; and software programs and information (whether or not expressed in written form). Such restrictions on the use or disclosure of Proprietary Information do not extend to any item of information which (i) is publicly known immediately prior to the time of its disclosure, (ii) is lawfully received from a third party not bound in a confidential relationship to the Company, (iii) is published or otherwise made known to the public by the Company or (iv) was already known to Executive prior to the date hereof.

Nondisclosure of Proprietary Information. At all times during and after Executive's ’s employment with the Company (whether or not such termination is voluntary or involuntary, with or without Cause or Good Reason or by disabilityExecutive’s Disability), Executive agrees to keep in strict confidence and trust all Proprietary Information (as defined below) and not to use or disclose (or induce or assist in the use or disclosure of) any Proprietary Information without the prior express written consent of the Company, except as may be necessary in the ordinary course of performing Executive's ’s duties as an officer of the Company. Executive acknowledges that irreparable injury will result to the Company from Executive's ’s violation or continued violation of the terms of this Article IV, and Executive expressly agrees that the Company shall be entitled, in addition to damages and any other remedies provided by law, to an injunction or other equitable remedy respecting such violation or continued violation. For purposes of this Agreement, "PROPRIETARY INFORMATION" “Proprietary Information” shall mean information generally unavailable to the public that has been created, discovered, developed, developed or otherwise become known to the Company or in which property rights have been assigned or otherwise conveyed to the Company, including any modifications or enhancements thereto, which information has material economic value or potential material economic value to the Company or the business in which the Company is or will be engaged. Proprietary Information shall include, but not be limited to, financial, sales and distribution information; business plans, strategies and forecasts; lists of employees, contractors, customers, agents and independent brokers; trade secrets; processes; formulas; data; know-how; negative know-how; improvements; discoveries; developments; designs; inventions; techniques; proposals; reports; client information; and software programs and information (whether or not expressed in written form). Such restrictions on the use or disclosure of Proprietary Information do not extend to any item of information which (i) is publicly known immediately prior to the time of its disclosure, (ii) is lawfully received from a third party not bound in a confidential relationship to the Company, Company or (iii) is published or otherwise made known to the public by the Company or (iv) was already known to Executive prior to the date hereofCompany.

Nondisclosure of Proprietary Information. At all times during and after Executive's employment with the Company (whether or not such termination is voluntary or involuntary, with or without Cause or Good Reason or by disabilityExecutive's Disability), Executive agrees to keep in strict confidence and trust all Proprietary Information (as defined below) and not to use or disclose (or induce or assist in the use or disclosure of) any Proprietary Information without the prior express written consent of the Company, except as may be necessary in the ordinary course of performing Executive's duties as an officer of the Company. Executive acknowledges that irreparable injury will result to the Company from Executive's violation or continued violation of the terms of this Article IV, and Executive expressly agrees that the Company shall be entitled, in addition to damages and any other remedies provided by law, to an injunction or other equitable remedy respecting such violation or continued violation. For purposes of this Agreement, "PROPRIETARY INFORMATIONProprietary Information" shall mean information generally unavailable to the public that has been created, discovered, developed, developed or otherwise become known to the Company or in which property rights have been assigned or otherwise conveyed to the Company, including any modifications or enhancements thereto, which information has material economic value or potential material economic value to the Company or the business in which the Company is or will be engaged. Proprietary Information shall include, but not be limited to, financial, sales and distribution information; business plans, strategies and forecasts; lists of employees, contractors, customers, agents and independent brokers; trade secrets; processes; formulas; data; know-how; negative know-how; improvements; discoveries; developments; designs; inventions; techniques; proposals; reports; client information; and software programs and information (whether or not expressed in written form). Such restrictions on the use or disclosure of Proprietary Information do not extend to any item of information which (i) is publicly known immediately prior to the time of its disclosure, (ii) is lawfully received from a third party not bound in a confidential relationship to the Company, Company or (iii) is published or otherwise made known to the public by the Company or (iv) was already known to Executive prior to the date hereofCompany.

Nondisclosure of Proprietary Information. At all times during and after Executive's ’s employment with the Company (whether or not such termination is voluntary or involuntary, with or without Cause or Good Reason or by disabilityExecutive’s Disability or is before or after a Change in Control), Executive agrees to keep in strict confidence and trust all Proprietary Information (as defined below) and not to use or disclose (or induce or assist in the use or disclosure of) any Proprietary Information without the prior express written consent of the Company, except as may be necessary in the ordinary course of performing Executive's ’s duties as an officer of the Company. Executive acknowledges that irreparable injury will result to the Company from Executive's ’s violation or continued violation of the terms of this Article IV, and Executive expressly agrees that the Company shall be entitled, in addition to damages and any other remedies provided by law, to an injunction or other equitable remedy respecting such violation or continued violation. For purposes of this Agreement, "PROPRIETARY INFORMATION" “Proprietary Information” shall mean information generally unavailable to the public that has been created, discovered, developed, developed or otherwise become known to the Company or in which property rights have been assigned or otherwise conveyed to the Company, including any modifications or enhancements thereto, which information has material economic value or potential material economic value to the Company or the business in which the Company is or will be engaged. Proprietary Information shall include, but not be limited to, financial, sales and distribution information; business plans, strategies and forecasts; lists of employees, contractors, customers, agents and independent brokers; trade secrets; processes; formulas; data; know-how; negative know-how; improvements; discoveries; developments; designs; inventions; techniques; proposals; reports; client information; and software programs and information (whether or not expressed in written form). Such restrictions on the use or disclosure of Proprietary Information do not extend to any item of information which (i) is publicly known immediately prior to the time of its disclosure, (ii) is lawfully received from a third party not bound in a confidential relationship to the Company, Company or (iii) is published or otherwise made known to the public by the Company or (iv) was already known to Executive prior to the date hereofCompany.

Nondisclosure of Proprietary Information. At all times during and after ExecutiveEmployee's employment with the Company (whether or not such termination is voluntary or involuntaryCompany, with or without Cause or Good Reason or by disability), Executive Employee agrees to keep in strict confidence and trust all Proprietary Information (as defined below) and not to use or disclose (or induce or assist in the use or disclosure of) any Proprietary Information without the prior express written consent of the Company, except as may be necessary in the ordinary course of performing Executive's duties as an officer of the Company. Executive Employee acknowledges that irreparable injury will result to the Company from Executive's Employee’s violation or continued violation of the terms of this Article IVSection 2, and Executive Employee expressly agrees that the Company shall be entitled, in addition to damages and any other remedies provided by law, to an injunction or other equitable remedy respecting such violation or continued violation. For purposes of this AgreementAgreement and General Release, "PROPRIETARY INFORMATIONProprietary Information" shall mean information generally unavailable to the public that has been created, discovered, developed, developed or otherwise become known to the Company or in which property rights have been assigned or otherwise conveyed to the Company, including any modifications or enhancements thereto, which information has material economic value or potential material economic value to the Company or the business in which the Company is or will be engaged. Proprietary Information shall include, but not be limited to, financial, sales and distribution information; business plans, strategies and forecasts; lists of employees, employment information, contractors, customers, agents and independent brokers; trade secrets; processes; formulas; data; know-how; negative know-how; improvements; discoveries; developments; designs; inventions; techniques; proposals; reports; client information; and software programs and information (whether or not expressed in written form). Such restrictions on the use or disclosure of Proprietary Information do not extend to any item of information which (i) is publicly known immediately prior to the time of its disclosure, (ii) is lawfully received from a third party not bound in a confidential relationship to the Company, Company or (iii) is published or otherwise made known to the public by the Company or (iv) was already known to Executive prior to the date hereofCompany.

Nondisclosure of Proprietary Information. At all times during and after Executive's ’s employment with the Company (whether or not such termination is voluntary or involuntary, with or without Cause or Good Reason or by disabilityExecutive’s Disability), Executive agrees to keep in strict confidence and trust all Proprietary Information (as defined below) and not to use or disclose (or induce or assist in the use or disclosure of) any Proprietary Information without the prior express written consent of the Company, except as may be necessary in the ordinary course of performing Executive's ’s duties as an officer of the Company. Executive 75 acknowledges that irreparable injury will result to the Company from Executive's ’s violation or continued violation of the terms of this Article IV, and Executive expressly agrees that the Company shall be entitled, in addition to damages and any other remedies provided by law, to an injunction or other equitable remedy respecting such violation or continued violation. For purposes of this Agreement, "PROPRIETARY INFORMATION" “Proprietary Information” shall mean information generally unavailable to the public that has been created, discovered, developed, developed or otherwise become known to the Company or in which property rights have been assigned or otherwise conveyed to the Company, including any modifications or enhancements thereto, which information has material economic value or potential material economic value to the Company or the business in which the Company is or will be engaged. Proprietary Information shall include, but not be limited to, financial, sales and distribution information; business plans, strategies and forecasts; lists of employees, contractors, customers, agents and independent brokers; trade secrets; processes; formulas; data; know-how; negative know-how; improvements; discoveries; developments; designs; inventions; techniques; proposals; reports; client information; and software programs and information (whether or not expressed in written form). Such restrictions on the use or disclosure of Proprietary Information do not extend to any item of information which (i) is publicly known immediately prior to the time of its disclosure, (ii) is lawfully received from a third party not bound in a confidential relationship to the Company, Company or (iii) is published or otherwise made known to the public by the Company or (iv) was already known to Executive prior to the date hereofCompany.