Common use of Covenant Not to Disclose Clause in Contracts

Covenant Not to Disclose. (a) Consultant hereby covenants and agrees that, during the Term and for a period of five (5) years thereafter, it will not communicate, disclose or otherwise make available to any person or entity (other than the Company), or use for its own account or for the benefit of any other person or entity, any information or materials proprietary to the Company that relate to the Company’s business or affairs which is of a confidential nature, including, but not limited to, trade secrets, information or materials relating to existing or proposed pharmaceutical products (in all and various stages of development), “know-how”, marketing techniques and materials, marketing and development plans, customer lists and other customer information (including current prospects), price lists, pricing policies, personnel information and financial information (collectively, “Proprietary Information”). Proprietary Information includes any and all such information and materials, whether or not obtained by Consultant with the knowledge and permission of the Company, whether or not developed, devised or otherwise created in whole or in part by Consultant’s efforts, and whether or not a matter of public knowledge unless as a result of authorized disclosure. Proprietary Information shall not include any information that Consultant is required to disclose to, or by, any governmental or judicial authority provided that Consultant give the Company prompt written notice thereof so that the Company may seek an appropriate protective order and/or waive in writing compliance with the confidentiality provisions of this Agreement. Consultant further covenants and agrees that it will retain such knowledge and information which it acquires and develops during the Term respecting such Proprietary Information in trust for the sole and exclusive benefit of the Company and its successors and assigns.

Covenant Not to Disclose. (a) Consultant hereby covenants Executive acknowledges and agrees that, by virtue of the performance of the normal duties of his position with the Company and by virtue of the relationship of trust and confidence between the Executive and the Company, the Company will permit Executive to have access to and Executive will become familiar with, acquire knowledge of and develop or maintain the Company's Confidential Information (as defined below), whether currently existing or to be developed in the future, which Executive recognizes permits the Company to enjoy a competitive advantage and the premature disclosure of which would irreparably injure the Company. The Executive covenants and agrees that he will not, at any time, whether during the Term and for a period term of five (5) years thereafterthis Agreement or otherwise, it will not communicatedirectly or indirectly use, disclose (in any manner, including transmitting via or posting on the Internet), reproduce, distribute, reverse engineer or otherwise make available provide, in whole or in part, to or on behalf of any person or entity (other than the Company), Company Group) or use for its his own account or for the benefit of any other person or entityaccount, any information data or materials proprietary to knowledge of operations of the Company that relate to the Company’s business Group which are proprietary in nature and/or confidential, whether in writing, in computer or affairs which is of a confidential natureother form or conveyed orally, including, including but not limited toto confidential or proprietary records, data, trade secrets, information or materials relating to existing or proposed pharmaceutical products (in all and various stages of development), “know-how”, marketing techniques and materials, marketing and development plans, customer lists and other customer information (including current prospects), price listssecret, pricing policiespolicy, bid amount, bid strategy, rate structure, personnel policy, method or practice of obtaining or doing business by the Company Group, or any other confidential or proprietary information and financial information whatsoever (collectively, “Proprietary Information”the "CONFIDENTIAL INFORMATION"). Proprietary Information includes any and all such information and materials, whether or not obtained by Consultant with the knowledge and permission of the Company, Company and whether or not developed, devised or otherwise created in whole or in part by Consultant’s efforts, the efforts of the Executive and whether or not a matter of public knowledge unless as a result of authorized disclosureshall take no action that threatens to do so. Proprietary Information shall not include any information that Consultant is required to disclose to, or by, any governmental or judicial authority provided that Consultant give the Company prompt written notice thereof so that the Company may seek an appropriate protective order and/or waive in writing compliance with the confidentiality provisions of this Agreement. Consultant The Executive further covenants and agrees that it will he shall retain all such knowledge and information which it acquires and develops during the Term he shall acquire or develop respecting such Proprietary Confidential Information in trust for the sole and exclusive benefit of the Company and its successors and assigns. Executive shall not, without the prior written consent of the Company, unless compelled pursuant to the order of a court or other governmental or legal body having jurisdiction over such matter, communicate or divulge any such Confidential Information to anyone other than the Company and those designated by it. In the event Executive is compelled by order of a court or other governmental or legal body to communicate or divulge any Confidential Information to anyone other than the Company and those designated by it, Executive shall promptly notify the Company of any such order and shall cooperate fully with the Company (and the owner of such Confidential Information) in protecting such information to the extent possible under applicable law.

Covenant Not to Disclose. (a) Consultant hereby covenants Executive acknowledges and agrees that, by virtue of the performance of the normal duties of his position with the Company and by virtue of the relationship of trust and confidence between the Executive and the Company, the Company will permit Executive to have access to and Executive will become familiar with, acquire knowledge of and develop or maintain the Company’s Confidential Information (as defined below), whether currently existing or to be developed in the future, which Executive recognizes permits the Company to enjoy a competitive advantage and the premature disclosure of which would irreparably injure the Company. The Executive covenants and agrees that he will not, at any time, whether during the Term and for a period term of five (5) years thereafterthis Agreement or otherwise, it will not communicatedirectly or indirectly use, disclose (in any manner, including transmitting via or posting on the Internet), reproduce, distribute, reverse engineer or otherwise make available provide, in whole or in part, to or on behalf of any person or entity (other than the Company), Company Group) or use for its his own account or for the benefit of any other person or entityaccount, any information data or materials proprietary to knowledge of operations of the Company that relate to the Company’s business Group which are proprietary in nature and/or confidential, whether in writing, in computer or affairs which is of a confidential natureother form or conveyed orally, including, including but not limited toto confidential or proprietary records, data, trade secrets, information or materials relating to existing or proposed pharmaceutical products (in all and various stages of development), “know-how”, marketing techniques and materials, marketing and development plans, customer lists and other customer information (including current prospects), price listssecret, pricing policiespolicy, bid amount, bid strategy, rate structure, personnel policy, method or practice of obtaining or doing business by the Company Group, or any other confidential or proprietary information and financial information whatsoever (collectively, the “Proprietary Confidential Information”). Proprietary Information includes any and all such information and materials, whether or not obtained by Consultant with the knowledge and permission of the Company, Company and whether or not developed, devised or otherwise created in whole or in part by Consultant’s efforts, the efforts of the Executive and whether or not a matter of public knowledge unless as a result of authorized disclosureshall take no action that threatens to do so. Proprietary Information shall not include any information that Consultant is required to disclose to, or by, any governmental or judicial authority provided that Consultant give the Company prompt written notice thereof so that the Company may seek an appropriate protective order and/or waive in writing compliance with the confidentiality provisions of this Agreement. Consultant The Executive further covenants and agrees that it will he shall retain all such knowledge and information which it acquires and develops during the Term he shall acquire or develop respecting such Proprietary Confidential Information in trust for the sole and exclusive benefit of the Company and its successors and assigns. Executive shall not, without the prior written consent of the Company, unless compelled pursuant to the order of a court or other governmental or legal body having jurisdiction over such matter, communicate or divulge any such Confidential Information to anyone other than the Company and those designated by it. In the event Executive is compelled by order of a court or other governmental or legal body to communicate or divulge any Confidential Information to anyone other than the Company and those designated by it, Executive shall promptly notify the Company of any such order and shall cooperate fully with the Company (and the owner of such Confidential Information) in protecting such information to the extent possible under applicable law.

Covenant Not to Disclose. (a) Consultant hereby Executive agrees that, by virtue of the performance of the normal duties of his position with the Company and by virtue of the relationship of trust and confidence between the Executive and the Company, he possesses certain data and knowledge of operations of the Company Group which are proprietary in nature and confidential. The Executive covenants and agrees thatthat he will not, at any time, whether during the Term and for a period term of five (5) years thereafterthis Agreement or otherwise, it will not communicatereveal, disclose divulge or otherwise make available known to any person or entity (other than the Company), Company Group) or use for its his own account account, any confidential or for proprietary record, data, model, trade secret, pricing policy, bid amount, bid strategy, rate structure, personnel policy, method or practice of obtaining or doing business by the benefit of Company Group, or any other person confidential or entity, any proprietary information or materials proprietary to whatsoever (the Company that relate to the Company’s business or affairs which is of a confidential nature, including, but not limited to, trade secrets, information or materials relating to existing or proposed pharmaceutical products (in all and various stages of development), “know-how”, marketing techniques and materials, marketing and development plans, customer lists and other customer information (including current prospects), price lists, pricing policies, personnel information and financial information (collectively, “Proprietary Confidential Information”). Proprietary Information includes any and all such information and materials, whether or not obtained by Consultant with the knowledge and permission of the Company, Company and whether or not developed, devised or otherwise created in whole or in part by Consultant’s efforts, and whether or not a matter the efforts of public knowledge unless as a result of authorized disclosurethe Executive. Proprietary Information shall not include any information that Consultant is required to disclose to, or by, any governmental or judicial authority provided that Consultant give the Company prompt written notice thereof so that the Company may seek an appropriate protective order and/or waive in writing compliance with the confidentiality provisions of this Agreement. Consultant The Executive further covenants and agrees that it will he shall retain all such knowledge and information which it acquires and develops during the Term he shall acquire or develop respecting such Proprietary Confidential Information in trust for the sole and exclusive benefit of the Company and its successors and assigns. Executive shall not, without the prior written consent of the Company, unless compelled pursuant to the order of a court or other governmental or legal body having jurisdiction over such matter, communicate or divulge any such Confidential Information to anyone other than the Company and those designated by it. In the event Executive is compelled by order of a court or other governmental or legal body to communicate or divulge any Confidential Information to anyone other than the Company and those designated by it, Executive shall promptly notify the Company of any such order and shall cooperate fully with the Company (and the owner of such Confidential Information) in protecting such information to the extent possible under applicable law. Nothing in this Section 6 is intended to, or shall, prohibit Executive from discuss any matters with his attorney for the purposes of seeking legal advice, provided that Executive notifies his attorney of Executive’s obligations under this section.

Covenant Not to Disclose. (a) Consultant hereby Executive agrees that, by virtue of the performance of the normal duties of his position with the Company and by virtue of the relationship of trust and confidence between the Executive and the Company, he possesses certain data and knowledge of operations of the Company Group which are proprietary in nature and confidential. The Executive covenants and agrees thatthat he will not, at any time, whether during the Term and for a period term of five (5) years thereafterthis Agreement or otherwise, it will not communicatereveal, disclose divulge or otherwise make available known to any person or entity (other than the Company), Company Group) or use for its his own account account, any confidential or for proprietary record, data, model, trade secret, pricing policy, bid amount, bid strategy, rate structure, personnel policy, method or practice of obtaining or doing business by the benefit of Company Group, or any other person confidential or entity, any proprietary information or materials proprietary to whatsoever (the Company that relate to the Company’s business or affairs which is of a confidential nature, including, but not limited to, trade secrets, information or materials relating to existing or proposed pharmaceutical products (in all and various stages of development"CONFIDENTIAL Information"), “know-how”, marketing techniques and materials, marketing and development plans, customer lists and other customer information (including current prospects), price lists, pricing policies, personnel information and financial information (collectively, “Proprietary Information”). Proprietary Information includes any and all such information and materials, whether or not obtained by Consultant with the knowledge and permission of the Company, Company and whether or not developed, devised or otherwise created in whole or in part by Consultant’s efforts, and whether or not a matter the efforts of public knowledge unless as a result of authorized disclosurethe Executive. Proprietary Information shall not include any information that Consultant is required to disclose to, or by, any governmental or judicial authority provided that Consultant give the Company prompt written notice thereof so that the Company may seek an appropriate protective order and/or waive in writing compliance with the confidentiality provisions of this Agreement. Consultant The Executive further covenants and agrees that it will he shall retain all such knowledge and information which it acquires and develops during the Term he shall acquire or develop respecting such Proprietary Confidential Information in trust for the sole and exclusive benefit of the Company and its successors and assigns. Executive shall not, without the prior written consent of the Company, unless compelled pursuant to the order of a court or other governmental or legal body having jurisdiction over such matter, communicate or divulge any such Confidential Information to anyone other than the Company and those designated by it. In the event Executive is compelled by order of a court or other governmental or legal body to communicate or divulge any Confidential Information to anyone other than the Company and those designated by it, Executive shall promptly notify the Company of any such order and shall cooperate fully with the Company (and the owner of such Confidential Information) in protecting such information to the extent possible under applicable law. Nothing in this SECTION 6 is intended to, or shall, prohibit Executive from discuss any matters with his attorney for the purposes of seeking legal advice, provided that Executive notifies his attorney of Executive's obligations under this section.

Covenant Not to Disclose. (a) Consultant hereby Trade Secrets and Other Confidential ------------------------------------------------------------- Information. Physician covenants and agrees thatthat from the date hereof and for ----------- all time he or she shall treat as confidential and shall not use, disclose, reveal or divulge (except in connection with Physician's performance of his or her duties to the Corporation, pursuant to this Agreement and as provided in Section 14 with respect to medical records of patients transferred in accordance with the terms of Section 14), any and all trade secret information concerning the Corporation or its business obtained by Physician in any manner during his or her employment with the Corporation. For purposes hereof, "trade secret information" shall mean all information including, but not limited to, (i) lists of actual or potential patients, lists of actual or potential suppliers, lists of referral sources, lists of third party payors, including without limitation, managed care entities, insurance companies, and self-insured employers, with whom the Corporation contracted or from whom the Corporation received an assignment of benefits or other reimbursement at any time during the Term term of this Agreement ("Third Party Payors") and lists of medical service fees, (ii) any new product developments, special or unique processes or methods, or (iii) any marketing, sales, advertising or other concepts or plans of the Corporation or of PHC, technical or nontechnical data, formulae, patterns, compilations, programs, devices, methods, techniques, drawings, processes, financial data, financial plans, and product plans, which information is known only to the Corporation and those of its employees in whom the trade secret must be confided in order to apply the trade secret to its intended use and from which the Corporation derives actual or potential economic value from the nondisclosure of such information to persons who can obtain economic value from its disclosure or use. Physician further covenants and agrees that during his or her employment hereunder and for a period of five (5) years thereafterimmediately following the date of cessation of Physician's employment with the Corporation, it will Physician shall treat as confidential and shall not communicateuse, disclose disclose, or otherwise make available divulge (except in connection with Physician's performance of his or her duties to any person or entity (other than the CompanyCorporation), any confidential business information regarding the Corporation that does not fall within the definition of "trade secret information" as defined in this Section. Such confidential business information shall include, without limitation, the material terms of the Merger Agreement or use for its own account the agreements contemplated therein, or for the benefit of any other person written agreement between the parties hereto, information disclosed to, acquired, or entitylearned by Physician as a consequence of his or her employment by the Corporation and not generally known to or by the Corporation's competitors or the general public about the business of the Corporation or the Corporation's financial affairs, any information or materials proprietary all of which is hereby agreed to be the property of and confidential to the Company that relate to the Company’s business or affairs which is of a confidential nature, including, but not limited to, trade secrets, information or materials relating to existing or proposed pharmaceutical products (in all and various stages of development), “know-how”, marketing techniques and materials, marketing and development plans, customer lists and other customer information (including current prospects), price lists, pricing policies, personnel information and financial information (collectively, “Proprietary Information”). Proprietary Information includes any and all such information and materials, whether or not obtained by Consultant with the knowledge and permission of the Company, whether or not developed, devised or otherwise created in whole or in part by Consultant’s efforts, and whether or not a matter of public knowledge unless as a result of authorized disclosure. Proprietary Information shall not include any information that Consultant is required to disclose to, or by, any governmental or judicial authority provided that Consultant give the Company prompt written notice thereof so that the Company may seek an appropriate protective order and/or waive in writing compliance with the confidentiality provisions of this Agreement. Consultant further covenants and agrees that it will retain such knowledge and information which it acquires and develops during the Term respecting such Proprietary Information in trust for the sole and exclusive benefit of the Company and its successors and assignsCorporation.

Covenant Not to Disclose. (a) Consultant Stockholder and each Principal hereby covenants and agrees thatagrees, during that as the Term direct or indirect owner and for a period operator of five (5) years thereafterthe Business of Company, it or he possesses certain data and knowledge of operations of the Business of Company which are proprietary in nature and confidential. Stockholder and each Principal covenants and agrees that it or he will not, and will direct each Stockholder and Company director, officer, employee (including leased employees) or agent not communicateto, disclose at any time after the Closing, reveal, divulge or otherwise make available known to any person or entity (other than the Company), Parent) or use for its their own account or for the benefit account of any person, firm, corporation or other person or entityorganization, any information confidential or materials proprietary to the Company that relate to the Company’s business or affairs which is of a confidential naturecustomer list, includingvendor list, but not limited tosales method, record, data, trade secretssecret, pricing policy, bid amount, bid strategy, rate structure, personnel policy, method or practice of soliciting or obtaining or doing business by Company or any Business Know-How or other confidential or proprietary information or materials whatsoever relating to existing or proposed pharmaceutical products (in all and various stages of development), “know-how”, marketing techniques and materials, marketing and development plans, customer lists and other customer information (including current prospects), price lists, pricing policies, personnel information and financial information (collectively, “Proprietary Information”). Proprietary Information includes any and all such information and materialsCompany or, whether or not obtained by Consultant with the knowledge and permission of Parent (exclusive of any information which at the Companytime of disclosure is generally available to and known by the public or information which is required to be disclosed by administrative or judicial process of an agency or court of competent jurisdiction, whether or not developed, devised or otherwise created in whole or in part by Consultant’s efforts, and whether or not a matter of public knowledge unless other than as a result of authorized disclosureany unauthorized disclosure by Company, Stockholder or any Principal). Proprietary Information shall not include any information that Consultant is required to disclose to, or by, any governmental or judicial authority provided that Consultant give the Company prompt written notice thereof so that the Company may seek an appropriate protective order and/or waive in writing compliance with the confidentiality provisions of this Agreement. Consultant Stockholder and each Principal further covenants and agrees that it will retain or he shall not divulge any such knowledge and confidential or proprietary information which it acquires or he may acquire during any transition period in which he is employed or assists or consults with Parent or the Surviving Corporation to facilitate the transfer and develops during the Term respecting continued success of the Business of Company, and Stockholder and each Principal will hold such Proprietary Information confidential and proprietary information in trust for the sole and exclusive benefit of Parent and the Company Surviving Corporation and its their respective successors and assignsassigns as set forth herein.

Covenant Not to Disclose. (a) Consultant hereby Executive agrees that, by virtue of the performance of the normal duties of his position with the Company and by virtue of the relationship of trust and confidence between the Executive and the Company, he possesses certain data and knowledge of operations of the Company Group which are proprietary in nature and confidential. The Executive covenants and agrees thatthat he will not, at any time, whether during the Term and for a period term of five (5) years thereafterthis Agreement or otherwise, it will not communicatereveal, disclose divulge or otherwise make available known to any person or entity (other than the Company), Company Group) or use for its his own account account, any confidential or for proprietary record, data, model, trade secret, pricing policy, bid amount, bid strategy, rate structure, personnel policy, method or practice of obtaining or doing business by the benefit of Company Group, or any other person confidential or entity, any proprietary information or materials proprietary to whatsoever (the Company that relate to the Company’s business or affairs which is of a confidential nature, including, but not limited to, trade secrets, information or materials relating to existing or proposed pharmaceutical products (in all and various stages of development), “know-how”, marketing techniques and materials, marketing and development plans, customer lists and other customer information (including current prospects), price lists, pricing policies, personnel information and financial information (collectively, “Proprietary Confidential Information”). Proprietary Information includes any and all such information and materials, whether or not obtained by Consultant with the knowledge and permission of the Company, Company and whether or not developed, devised or otherwise created in whole or in part by Consultant’s effortsthe efforts of the Executive, and whether or not a matter of public knowledge unless as a result of authorized disclosure. Proprietary provided, however, that Confidential Information shall not be deemed to include any information that Consultant (A) is required or hereafter becomes generally available to disclose tothe public other than through disclosure by the Executive, (B) is rightfully received by the Executive following the Employment Period from a third party or by, any governmental or judicial authority provided that Consultant give (C) was brought by the Company prompt written notice thereof so that the Company may seek an appropriate protective order and/or waive in writing compliance Executive to his employment relationship with the confidentiality provisions of this AgreementCompany. Consultant The Executive further covenants and agrees that it will he shall retain all such knowledge and information which it acquires and develops during the Term he shall acquire or develop respecting such Proprietary Confidential Information in trust for the sole and exclusive benefit of the Company and its successors and assigns. Executive shall not, without the prior written consent of the Company, unless compelled pursuant to the order of a court or other governmental or legal body having jurisdiction over such matter, communicate or divulge any such Confidential Information to anyone other than the Company and those designated by it. In the event Executive is compelled by order of a court or other governmental or legal body to communicate or divulge any Confidential Information to anyone other than the Company and those designated by it, Executive shall promptly notify the Company of any such order and shall cooperate fully with the Company (and the owner of such Confidential Information) in protecting such information to the extent possible under applicable law, provided such information may be disclosed if Executive is advised by counsel that failure to disclose would subject Executive to risk of penalty or fine. Nothing in this Section 6 is intended to, or shall, prohibit Executive from discuss any matters with his attorney for the purposes of seeking legal advice, provided that Executive notifies his attorney of Executive’s obligations under this section.

Covenant Not to Disclose. (a) Consultant hereby Executive agrees that, by virtue of the performance of the normal duties of his position with the Company and by virtue of the relationship of trust and confidence between the Executive and the Company, he possesses certain data and knowledge of operations of the Company Group which are proprietary in nature and confidential. The Executive covenants and agrees thatthat he will not, at any time, whether during the Term and for a period term of five (5) years thereafterthis Agreement or otherwise, it will not communicatereveal, disclose divulge or otherwise make available known to any person or entity (other than the Company), Company Group) or use for its his own account account, any confidential or for proprietary record, data, trade secret, pricing policy, bid amount, bid strategy, rate structure, personnel policy, method or practice of obtaining or doing business by the benefit of Company Group, or any other person confidential or entity, any proprietary information or materials proprietary to whatsoever (the Company that relate to the Company’s business or affairs which is of a confidential nature, including, but not limited to, trade secrets, information or materials relating to existing or proposed pharmaceutical products (in all and various stages of development"Confidential Information"), “know-how”, marketing techniques and materials, marketing and development plans, customer lists and other customer information (including current prospects), price lists, pricing policies, personnel information and financial information (collectively, “Proprietary Information”). Proprietary Information includes any and all such information and materials, whether or not obtained by Consultant with the knowledge and permission of the Company, Company and whether or not developed, devised or otherwise created in whole or in part by Consultant’s efforts, and whether or not a matter the efforts of public knowledge unless as a result of authorized disclosurethe Executive. Proprietary Information shall not include any information that Consultant is required to disclose to, or by, any governmental or judicial authority provided that Consultant give the Company prompt written notice thereof so that the Company may seek an appropriate protective order and/or waive in writing compliance with the confidentiality provisions of this Agreement. Consultant The Executive further covenants and agrees that it will he shall retain all such knowledge and information which it acquires and develops during the Term he shall acquire or develop respecting such Proprietary Confidential Information in trust for the sole and exclusive benefit of the Company and its successors and assigns. Executive shall not, without the prior written consent of the Company, unless compelled pursuant to the order of a court or other governmental or legal body having jurisdiction over such matter, communicate or divulge any such Confidential Information to anyone other than the Company and those designated by it. In the event Executive is compelled by order of a court or other governmental or legal body to communicate or divulge any Confidential Information to anyone other than the Company and those designated by it, Executive shall promptly notify the Company of any such order and shall cooperate fully with the Company (and the owner of such Confidential Information) in protecting such information to the extent possible under applicable law.

Covenant Not to Disclose. (a) Consultant hereby Executive agrees that, by virtue of the performance of the normal duties of his position with the Company and by virtue of the relationship of trust and confidence between the Executive and the Company, he possesses certain data and knowledge of operations of the Company Group which are proprietary in nature and confidential. The Executive covenants and agrees thatthat he will not, at any time, whether during the Term and for a period term of five (5) years thereafterthis Agreement or otherwise, it will not communicatereveal, disclose divulge or otherwise make available known to any person or entity (other than the Company), Company Group) or use for its his own account account, any confidential or for proprietary record, data, trade secret, pricing policy, bid amount, bid strategy, rate structure, personnel policy, method or practice of obtaining or doing business by the benefit of Company Group, or any other person confidential or entity, any proprietary information or materials proprietary to whatsoever (the Company that relate to the Company’s business or affairs which is of a confidential nature, including, but not limited to, trade secrets, information or materials relating to existing or proposed pharmaceutical products (in all and various stages of development"Confidential Information"), “know-how”, marketing techniques and materials, marketing and development plans, customer lists and other customer information (including current prospects), price lists, pricing policies, personnel information and financial information (collectively, “Proprietary Information”). Proprietary Information includes any and all such information and materials, whether or not obtained by Consultant with the knowledge and permission of the Company, Company and whether or not developed, devised or otherwise created in whole or in part by Consultant’s efforts, and whether or not a matter the efforts of public knowledge unless as a result of authorized disclosurethe Executive. Proprietary Information shall not include any information that Consultant is required to disclose to, or by, any governmental or judicial authority provided that Consultant give the Company prompt written notice thereof so that the Company may seek an appropriate protective order and/or waive in writing compliance with the confidentiality provisions of this Agreement. Consultant The Executive further covenants and agrees that it will he shall retain all such knowledge and information which it acquires and develops during the Term shall acquire or develop respecting such Proprietary Confidential Information in trust for the sole and exclusive benefit of the Company and its successors and assigns. Executive shall not, without the prior written consent of the Company, unless compelled pursuant to the order of a court or other governmental or legal body having jurisdiction over such matter, communicate or divulge any such Confidential Information to anyone other than the Company and those designated by it. In the event Executive is compelled by order of a court or other governmental or legal body to communicate or divulge any Confidential Information to anyone other than the Company and those designated by it, Executive shall promptly notify the Company of any such order and shall cooperate fully with the Company (and the owner of such Confidential Information) in protecting such information to the extent possible under applicable law.