Common use of Protection of Confidential Information/Non-Competition/Non-Solicitation Clause in Contracts

Protection of Confidential Information/Non-Competition/Non-Solicitation. (a) Officer will not at any time (whether during or after Officer’s employment with Employer), other than in the ordinary course of performing services for Employer, (x) retain or use for the benefit, purposes or account of Officer or any other person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”); or (y) disclose, divulge, reveal, communicate, share, transfer or provide access to any Person outside Employer (other than its professional advisers who are bound by confidentiality obligations), any non-public, proprietary or confidential information obtained by Officer in connection with the commencement of Officer’s employment with Employer or at any time thereafter during the course of Officer’s employment with Employer — including without limitation trade secrets, know-how, research and development, software, databases, inventions, processes, formulae, technology, designs and other intellectual property, information concerning finances, investments, profits, pricing, costs, products, services, vendors, customers, clients, partners, investors, personnel, compensation, recruiting, training, advertising, sales, marketing, promotions, government and regulatory activities and approvals — concerning the past, current or future business, activities and operations of Employer and/or any third party that has disclosed or provided any of the same to Employer on a confidential basis (provided that with respect to such third party Officer knows or reasonably should have known that the third party provided it to Employer on a confidential basis) (“Confidential Information”) without the prior written authorization of the Board; provided, however, that in any event Officer shall be permitted to disclose any Confidential Information reasonably necessary (i) to perform Officer’s duties while employed with Employer or (ii) in connection with any litigation or arbitration involving this or any other agreement entered into between Officer and Employer before, on or after the date of this Agreement in connection with any action or proceeding in respect thereof.