Common use of Agreement Not to Use or Divulge Confidential Information Clause in Contracts

Agreement Not to Use or Divulge Confidential Information. ACKNOWLEDGMENT OF SECRECY Executive hereby acknowledges that, by reason of his relationship with XCEL, he has had access to and become acquainted with the Confidential Information. Executive hereby covenants and agrees that he shall not, in any fashion, form or manner, unless previously and specifically consented to in writing by XCEL, either directly or indirectly use, divulge, transmit or otherwise disclose or cause to be used, divulged, transmitted or otherwise disclosed to any person, firm, partnership, corporation or other entity now existing or hereafter created, in any manner whatsoever (other than as required by law), any Confidential Information of any kind, nature or description. Executive hereby further acknowledges and agrees that the sale or unauthorized use, transmission or other disclosure of any of the Confidential Information which is in his possession constitutes unfair competition and Executive covenants and agrees that he shall not engage in any unfair competition with XCEL. The foregoing provisions shall not be construed to prevent Executive from making use of or disclosing information which is in the public domain through no fault of Executive's; PROVIDED, HOWEVER, specific information shall not be deemed to be in the public domain merely because it is encompassed by some general information that is published or in the public domain. Executive hereby acknowledges that the Confidential Information is not generally known to the public or to other persons outside of XCEL who are able to obtain economic value from its use, transmission or other disclosure, and that the Confidential Information derives independent economic value thereby. Executive hereby covenants and agrees that he shall take all efforts reasonably necessary to maintain the secrecy and confidentiality of the Confidential Information and to otherwise comply with the terms of this Agreement.