Common use of Confidentiality; Use of Name Clause in Contracts

Confidentiality; Use of Name. Consultant shall not divulge or disclose to third parties, without the written consent of the Company, any material information obtained on or after the date of this Agreement from or through the Company in connection with Consultant’s performance of his obligations as a director or under this Agreement which can reasonably be determined to be proprietary or confidential, unless (a) such information is known by Consultant prior to obtaining it from the Company, (b) such information is already available in the public domain or (c) the information is obtained by Consultant from a third party who, to the knowledge of Consultant, did not receive it directly or indirectly from the Company (“Confidential Information”). Consultant acknowledges that he may have access to confidential, proprietary and sensitive information and materials regarding the Company and agrees to maintain the confidentiality of all such information and materials and to use any such materials solely for the purpose of his performance of his obligations under this Agreement. The foregoing notwithstanding, Consultant may disclose Confidential Information to the extent required by applicable federal, state or local law, regulation, court order, or other legal process, provided he has given the Company prior written notice of such required disclosure and, to the extent reasonably possible, has given the Company an opportunity to contest such required disclosure at the Company’s expense. At no time during or after the Term shall Consultant, directly or indirectly, disparage the commercial, business, professional or financial, as the case may be, reputation of the company or its officers, directors or employees. The Consultant further acknowledges that the Company is a public company and that the Consultant will not purchase or sell any of the Company’s securities while in possession of any material non-public information acquired as a result of the Services performed pursuant to this Agreement without the prior consent of the Company’s General Counsel. Notwithstanding anything in this Agreement to the contrary, the Consultant may not use the Company’s name in his marketing and promotional materials without the Company’s written consent.