Common use of Non-Disclosure and Non-Use of Confidential Information Clause in Contracts

Non-Disclosure and Non-Use of Confidential Information. At all times both during employment of Executive with the Company, and after Executive’s employment relationship with the Company has ended for any reason, Executive agrees that Executive will not, either directly or indirectly, nor will Executive permit any Covered Entity which is Controlled by Executive to, either directly or indirectly, (i) divulge, use, disclose (in any way or in any manner, including by posting on the Internet), reproduce, distribute, or reverse engineer or otherwise provide Confidential Information to any person, firm, corporation, reporter, author, producer or similar person or entity; (ii) take any action that would make available Confidential Information to the general public in any form; (iii) take any action that uses Confidential Information to solicit any Customer or Prospective Customer; or (iv) take any action that uses Confidential Information for solicitation or marketing for any service or product or on Executive’s behalf or on behalf of any entity other than the Company or any of its Subsidiaries or Affiliates with which Executive may become associated, except (A) as required in connection with the performance of such Executive’s duties to the Company, (B) as required to be included in any report, statement or testimony requested by any municipal, state or national regulatory body having jurisdiction over Executive or any Covered Entity which is Controlled by Executive, (C) as required in response to any summons or subpoena or in connection with any litigation, (D) to the extent necessary in order to comply with any law, order, regulation, ruling or governmental request applicable to Executive or any Covered Entity which is Controlled by Executive, (E) as required in connection with an audit by any taxing authority, or (F) as permitted by the express written consent of the Board of Directors. In the event that Executive or any such Covered Entity that is Controlled by Executive is required to disclose Confidential Information pursuant to the foregoing exceptions, Executive shall promptly notify the Company of such pending disclosure and assist the Company (at the Company’s expense) in seeking a protective order or in objecting to such request, summons or subpoena with regard to the Confidential Information. If the Company does not obtain such relief prior to the time that Executive (or such Covered Entity) is legally compelled to disclose such Confidential Information, Executive (or such Covered Entity) may disclose that portion of the Confidential Information that counsel to Executive advises that Executive is legally compelled to disclose or else stand liable for contempt or suffer censure or penalty. In such cases, Executive shall promptly provide the Company with a copy of the Confidential Information so disclosed. This provision applies without limitation to unauthorized use of Confidential Information in any medium, including film, videotape, audiotape and writings of any kind (including books, articles, e-mails, texts, blogs and websites).

Non-Disclosure and Non-Use of Confidential Information. At all times both (i) Executive agrees that during employment the Period of Executive with Employment and following the Company, and after Executive’s employment relationship with the Company has ended termination thereof for any reason, the Executive agrees that Executive will shall not, either directly or indirectly, nor will Executive permit any Covered Entity which is Controlled by Executive and shall cause his affiliates and representatives not to, either directly disclose to any individual or indirectlynatural person, partnership (including a limited liability partnership), corporation, limited liability company, association, joint stock company, trust, joint venture, unincorporated organization or governmental authority (each, a “Person”), except (i) divulgeto the Executive’s legal, usefinancial, disclose (in any way tax or in any manner, including by posting on the Internet), reproduce, distributeaccounting advisors, or reverse engineer or otherwise provide Confidential Information to any person, firm, corporation, reporter, author, producer or similar person or entity; (ii) take as compelled by law, any action that would make available Confidential Information to the general public in any form; (iii) take any action that uses Confidential Information to solicit any Customer or Prospective Customer; or (iv) take any action that uses Confidential Information for solicitation any reason or marketing for any service or product or on purpose whatsoever, and the Executive shall not, and shall cause Executive’s behalf affiliates or on behalf representatives not to, make use of any entity other than the Company or any of its Subsidiaries or Affiliates with which Executive may become associated, except (A) as required in connection with the performance of such Executive’s duties to the Company, (B) as required to be included in any report, statement or testimony requested by any municipal, state or national regulatory body having jurisdiction over Executive or any Covered Entity which is Controlled by Executive, (C) as required in response to any summons or subpoena or in connection with any litigation, (D) to the extent necessary in order to comply with any law, order, regulation, ruling or governmental request applicable to Executive or any Covered Entity which is Controlled by Executive, (E) as required in connection with an audit by any taxing authority, or (F) as permitted by the express written consent of the Board Confidential Information for their own purposes or for the benefit of Directorsany Person except any Company Group Member. In the event that Executive or any such Covered Entity that is Controlled of Executive’s affiliates or representatives are compelled by Executive is required law to disclose any Confidential Information pursuant to Information, the foregoing exceptions, Executive shall promptly notify provide written notice to the Company of such pending disclosure and assist the request or requirement so that the Company may seek (at the Company’s sole cost and expense) an appropriate protective order or waive compliance with the provisions of this Section 6(a). If, in seeking the absence of a protective order or in objecting the receipt of a waiver hereunder, the Executive or any of the Executive’s affiliates or representatives are compelled by law to disclose any Confidential Information to any tribunal, the Executive or the Executive’s affiliates, as applicable, may disclose the Confidential Information to the tribunal; provided, that the Executive or the Executive’s affiliates, as applicable, shall use commercially reasonable efforts to obtain, at the request and sole expense of the Company, an order or other assurance that confidential treatment shall be accorded to such request, summons or subpoena with regard to the Confidential Information. If the Company does not obtain such relief prior to the time that Executive (or such Covered Entity) is legally compelled to disclose such Confidential Information, Executive (or such Covered Entity) may disclose that portion of the Confidential Information that counsel required to Executive advises that Executive is legally compelled to disclose or else stand liable for contempt or suffer censure or penalty. In such cases, Executive shall promptly provide be disclosed as the Company with shall designate. (ii) For purposes of this Agreement, “Confidential Information” shall mean any information of a copy confidential or proprietary nature concerning the business or affairs of the Company Group; provided however, “Confidential Information Information” shall not include information which (i) is or becomes generally available to the public other than as a result of disclosure by Executive or any of the Executive’s affiliates to the receiving party in violation of this Agreement or (ii) becomes available to the Executive or any of the Executive’s affiliates on a non-confidential basis from a source other than any Company Group Member, so disclosed. This provision applies without limitation long as such source is not known by the Executive to unauthorized use be bound by a confidentiality agreement with any of Confidential Information in any medium, including film, videotape, audiotape and writings of any kind (including books, articles, e-mails, texts, blogs and websites)the foregoing prohibiting such disclosure.

Non-Disclosure and Non-Use of Confidential Information. At all times both (i) Executive agrees that during employment the Period of Executive with Employment and following the Company, and after Executive’s employment relationship with the Company has ended termination thereof for any reason, the Executive agrees that Executive will shall not, either directly or indirectly, nor will Executive permit any Covered Entity which is Controlled by Executive and shall cause Executive’s affiliates and representatives not to, either directly disclose to any individual or indirectlynatural person, partnership (including a limited liability partnership), corporation, limited liability company, association, joint stock company, trust, joint venture, unincorporated organization or governmental authority (each, a “Person”), except (i) divulgeto the Executive’s legal, usefinancial, disclose (in any way tax or in any manner, including by posting on the Internet), reproduce, distributeaccounting advisors, or reverse engineer or otherwise provide Confidential Information to any person, firm, corporation, reporter, author, producer or similar person or entity; (ii) take as compelled by law, any action that would make available Confidential Information to the general public in any form; (iii) take any action that uses Confidential Information to solicit any Customer or Prospective Customer; or (iv) take any action that uses Confidential Information for solicitation any reason or marketing for any service or product or on purpose whatsoever, and the Executive shall not, and shall cause Executive’s behalf affiliates or on behalf representatives not to, make use of any entity other than the Company or any of its Subsidiaries or Affiliates with which Executive may become associated, except (A) as required in connection with the performance of such Executive’s duties to the Company, (B) as required to be included in any report, statement or testimony requested by any municipal, state or national regulatory body having jurisdiction over Executive or any Covered Entity which is Controlled by Executive, (C) as required in response to any summons or subpoena or in connection with any litigation, (D) to the extent necessary in order to comply with any law, order, regulation, ruling or governmental request applicable to Executive or any Covered Entity which is Controlled by Executive, (E) as required in connection with an audit by any taxing authority, or (F) as permitted by the express written consent of the Board Confidential Information for their own purposes or for the benefit of Directorsany Person except any Company Group Member. In the event that Executive or any such Covered Entity that is Controlled of Executive’s affiliates or representatives are compelled by Executive is required law to disclose any Confidential Information pursuant to Information, the foregoing exceptions, Executive shall promptly notify provide written notice to the Company of such pending disclosure and assist the request or requirement so that the Company may seek (at the Company’s sole cost and expense) an appropriate protective order or waive compliance with the provisions of this Section 6(a). If, in seeking the absence of a protective order or in objecting the receipt of a waiver hereunder, the Executive or any of the Executive’s affiliates or representatives are compelled by law to disclose any Confidential Information to any tribunal, the Executive or the Executive’s affiliates, as applicable, may disclose the Confidential Information to the tribunal; provided, that the Executive or the Executive’s affiliates, as applicable, shall use commercially reasonable efforts to obtain, at the request and sole expense of the Company, an order or other assurance that confidential treatment shall be accorded to such request, summons or subpoena with regard to the Confidential Information. If the Company does not obtain such relief prior to the time that Executive (or such Covered Entity) is legally compelled to disclose such Confidential Information, Executive (or such Covered Entity) may disclose that portion of the Confidential Information that counsel required to Executive advises that Executive is legally compelled to disclose or else stand liable for contempt or suffer censure or penalty. In such cases, Executive shall promptly provide be disclosed as the Company with shall designate. (ii) For purposes of this Agreement, “Confidential Information” shall mean any information of a copy confidential or proprietary nature concerning the business or affairs of the Company Group; provided however, “Confidential Information Information” shall not include information which (i) is or becomes generally available to the public other than as a result of disclosure by Executive or any of the Executive’s affiliates to the receiving party in violation of this Agreement or (ii) becomes available to the Executive or any of the Executive’s affiliates on a non-confidential basis from a source other than any Company Group Member, so disclosed. This provision applies without limitation long as such source is not known by the Executive to unauthorized use be bound by a confidentiality agreement with any of Confidential Information in any medium, including film, videotape, audiotape and writings of any kind (including books, articles, e-mails, texts, blogs and websites)the foregoing prohibiting such disclosure.

Non-Disclosure and Non-Use of Confidential Information. At all times both during employment of Executive with the Company, and after Executive’s employment relationship with the Company has ended for any reason, Executive agrees that Executive will not, either directly or indirectly, nor will Executive permit any Covered Entity which is Controlled by Executive to, either directly or indirectly, (i) divulge, use, Executive shall not use or disclose (in any way or in any manner, including by posting on the Internet), reproduce, distribute, or reverse engineer or otherwise provide Confidential Information to any individual or natural person, firmpartnership (including a limited liability partnership), corporation, reporterlimited liability company, authorassociation, producer joint stock company, trust, joint venture, unincorporated organization or similar person governmental authority (each, a “Person”), either during the Period of Employment or entity; (ii) take thereafter, any action that would make available Confidential Information to (as defined below) of which Executive is or becomes aware, whether or not such information is developed by him, for any reason or purpose whatsoever, nor shall he make use of any of the general public in any form; (iii) take any action that uses Confidential Information to solicit any Customer or Prospective Customer; or (iv) take any action that uses Confidential Information for solicitation his own purposes or marketing for any service or product or on Executive’s behalf or on behalf the benefit of any entity other than Person except for the Company and any subsidiary or any of its Subsidiaries or Affiliates with which Executive may become associatedaffiliate thereof (individually, a “Company Group Member” and collectively, the “Company Group”), except (A) as to the extent that such disclosure or use is directly related to and required in connection with the performance of such by Executive’s performance in good faith of duties assigned to Executive by the Company, Company or (B) as required to be included in any report, statement or testimony requested by any municipal, state or national regulatory body having jurisdiction over Executive or any Covered Entity which is Controlled by Executive, (C) as required in response to any summons or subpoena or in connection with any litigation, (D) to the extent necessary in order required to comply with do so by a court of competent jurisdiction. Executive will, at the sole expense of the Company, take all reasonable steps to safeguard Confidential Information and to protect it against disclosure, misuse, espionage, loss and theft. (ii) For purposes of this Agreement, “Confidential Information” means information that is not generally known to the public (including the existence and content of this Agreement) and that is used, developed or obtained by any law, order, regulation, ruling or governmental request applicable to Executive or any Covered Entity which is Controlled by Executive, (E) as required Company Group Member in connection with an audit its business, including, but not limited to, information, observations and data obtained by any taxing authority, Executive during Executive’s employment with the Company concerning (A) the business or (F) as permitted by the express written consent affairs of the Board of Directors. In the event that Executive Company Group (or any such Covered Entity predecessor thereof) and (B) products, services, fees, costs, pricing structures, analyses, drawings, photographs and reports, computer software (including operating systems, applications and program listings), data bases, accounting and business methods, inventions, devices, new developments, methods and processes (whether patentable or unpatentable and whether or not reduced to practice), customers and clients and customer and client lists, all technology and trade secrets, and all similar and related information in whatever form. Notwithstanding the foregoing, “Confidential Information” will not include any information that is Controlled by Executive is required to disclose Confidential Information pursuant has been published in a form generally available to the foregoing exceptions, Executive shall promptly notify the Company of such pending disclosure and assist the Company (at the Company’s expense) in seeking a protective order or in objecting to such request, summons or subpoena with regard to the Confidential Information. If the Company does not obtain such relief public prior to the time that date Executive (or such Covered Entity) is legally compelled to disclose such Confidential Information, Executive (or such Covered Entity) may disclose that portion of the Confidential Information that counsel to Executive advises that Executive is legally compelled proposes to disclose or else stand liable for contempt or suffer censure or penalty. In use such cases, Executive shall promptly provide the Company with a copy of the Confidential Information so disclosed. This provision applies without limitation to unauthorized use of Confidential Information in any medium, including film, videotape, audiotape and writings of any kind (including books, articles, e-mails, texts, blogs and websites)information.

Non-Disclosure and Non-Use of Confidential Information. At all times both (i) Executive agrees that during employment the Period of Executive with Employment and following the Company, and after Executive’s employment relationship with the Company has ended termination thereof for any reason, the Executive agrees that Executive will shall not, either directly or indirectly, nor will Executive permit any Covered Entity which is Controlled by Executive and shall cause his affiliates and representatives not to, either directly disclose to any individual or indirectlynatural person, partnership (including a limited liability partnership), corporation, limited liability company, association, joint stock company, trust, joint venture, unincorporated organization or governmental authority (each, a "Person"), except (i) divulgeto the Executive's legal, usefinancial, disclose (in any way tax or in any manner, including by posting on the Internet), reproduce, distributeaccounting advisors, or reverse engineer or otherwise provide Confidential Information to any person, firm, corporation, reporter, author, producer or similar person or entity; (ii) take as compelled by law, any action that would make available Confidential Information to the general public in any form; (iii) take any action that uses Confidential Information to solicit any Customer or Prospective Customer; or (iv) take any action that uses Confidential Information for solicitation any reason or marketing for any service purpose whatsoever, and the Executive shall not, and shall cause Executive's affiliates or product or on Executive’s behalf or on behalf representatives not to, make use of any entity other than the Company or any of its Subsidiaries or Affiliates with which Executive may become associated, except (A) as required in connection with the performance of such Executive’s duties to the Company, (B) as required to be included in any report, statement or testimony requested by any municipal, state or national regulatory body having jurisdiction over Executive or any Covered Entity which is Controlled by Executive, (C) as required in response to any summons or subpoena or in connection with any litigation, (D) to the extent necessary in order to comply with any law, order, regulation, ruling or governmental request applicable to Executive or any Covered Entity which is Controlled by Executive, (E) as required in connection with an audit by any taxing authority, or (F) as permitted by the express written consent of the Board Confidential Information for their own purposes or for the benefit of Directorsany Person except any Company Group Member. In the event that Executive or any such Covered Entity that is Controlled of Executive's affiliates or representatives are compelled by Executive is required law to disclose any Confidential Information pursuant to Information, the foregoing exceptions, Executive shall promptly notify provide written notice to the Company of such pending disclosure and assist the request or requirement so that the Company may seek (at the Company’s 's sole cost and expense) an appropriate protective order or waive compliance with the provisions of this Section 6(a). If, in seeking the absence of a protective order or in objecting the receipt of a waiver hereunder, the Executive or any of the Executive's affiliates or representatives are compelled by law to disclose any Confidential Information to any tribunal, the Executive or the Executive's affiliates, as applicable, may disclose the Confidential Information to the tribunal; provided, that the Executive or the Executive's affiliates, as applicable, shall use commercially reasonable efforts to obtain, at the request and sole expense of the Company, an order or other assurance that confidential treatment shall be accorded to such request, summons or subpoena with regard to the Confidential Information. If the Company does not obtain such relief prior to the time that Executive (or such Covered Entity) is legally compelled to disclose such Confidential Information, Executive (or such Covered Entity) may disclose that portion of the Confidential Information that counsel required to Executive advises that Executive is legally compelled to disclose or else stand liable for contempt or suffer censure or penalty. In such cases, Executive shall promptly provide be disclosed as the Company with shall designate. (ii) For purposes of this Agreement, "Confidential Information" shall mean any information of a copy confidential or proprietary nature concerning the business or affairs of the Company Group; provided however, "Confidential Information Information" shall not include information which (i) is or becomes generally available to the public other than as a result of disclosure by Executive or any of the Executive's affiliates to the receiving party in violation of this Agreement or (ii) becomes available to the Executive or any of the Executive's affiliates on a non-confidential basis from a source other than any Company Group Member, so disclosed. This provision applies without limitation long as such source is not known by the Executive to unauthorized use be bound by a confidentiality agreement with any of Confidential Information in any medium, including film, videotape, audiotape and writings of any kind (including books, articles, e-mails, texts, blogs and websites)the foregoing prohibiting such disclosure.

Non-Disclosure and Non-Use of Confidential Information. At all times both during employment of Executive with the Company, and after Executive’s employment relationship with the Company has ended for any reason, (i) Executive agrees that during the Period of Employment and thereafter, the Executive will shall not, either directly or indirectly, nor will Executive permit any Covered Entity which is Controlled by Executive and shall cause his affiliates and representatives not to, either directly disclose to any individual or indirectlynatural person, partnership (including a limited liability partnership), corporation, limited liability company, association, joint stock company, trust, joint venture, unincorporated organization or governmental authority (each, a “Person”), except (i) divulgeto the Executive’s legal, usefinancial, disclose (in any way tax or in any manner, including by posting on the Internet), reproduce, distributeaccounting advisors, or reverse engineer or otherwise provide Confidential Information to any person, firm, corporation, reporter, author, producer or similar person or entity; (ii) take as compelled by law, any action that would make available Confidential Information to (as defined below) for any reason or purpose whatsoever, and the general public in Executive shall not, and shall cause Executive’s affiliates or representatives not to, make use of any form; (iii) take any action that uses Confidential Information to solicit any Customer or Prospective Customer; or (iv) take any action that uses of the Confidential Information for solicitation their own purposes or marketing for any service or product or on Executive’s behalf or on behalf the benefit of any entity other than the Person except any Company or any of its Subsidiaries or Affiliates with which Executive may become associated, except (A) as required in connection with the performance of such Executive’s duties to the Company, (B) as required to be included in any report, statement or testimony requested by any municipal, state or national regulatory body having jurisdiction over Executive or any Covered Entity which is Controlled by Executive, (C) as required in response to any summons or subpoena or in connection with any litigation, (D) to the extent necessary in order to comply with any law, order, regulation, ruling or governmental request applicable to Executive or any Covered Entity which is Controlled by Executive, (E) as required in connection with an audit by any taxing authority, or (F) as permitted by the express written consent of the Board of DirectorsGroup Member. In the event that Executive or any such Covered Entity that is Controlled of Executive’s affiliates or representatives are compelled by Executive is required law to disclose any Confidential Information pursuant to Information, the foregoing exceptions, Executive shall promptly notify provide written notice to the Company of such pending disclosure and assist the request or requirement so that the Company may seek (at the Company’s sole cost and expense) an appropriate protective order or waive compliance with the provisions of this Section 6(a). If, in seeking the absence of a protective order or in objecting the receipt of a waiver hereunder, the Executive or any of the Executive’s affiliates or representatives are compelled by law to disclose any Confidential Information to any tribunal, the Executive or the Executive’s affiliates, as applicable, may disclose the Confidential Information to the tribunal; provided, that the Executive or the Executive’s affiliates, as applicable, shall use commercially reasonable efforts to obtain, at the request and sole expense of the Company, an order or other assurance that confidential treatment shall be accorded to such request, summons or subpoena with regard to the Confidential Information. If the Company does not obtain such relief prior to the time that Executive (or such Covered Entity) is legally compelled to disclose such Confidential Information, Executive (or such Covered Entity) may disclose that portion of the Confidential Information that counsel required to Executive advises that Executive is legally compelled to disclose or else stand liable for contempt or suffer censure or penalty. In such cases, Executive shall promptly provide be disclosed as the Company with shall designate. (ii) For purposes of this Agreement, “Confidential Information” shall mean any information of a copy confidential or proprietary nature concerning the business or affairs of the Company Group; provided however, “Confidential Information Information” shall not include information which (i) is or becomes generally available to the public other than as a result of disclosure by Executive or any of the Executive’s affiliates to the receiving party in violation of this Agreement, (ii) becomes available to the Executive or any of the Executive’s affiliates on a non-confidential basis from a source other than any Company Group Member, so disclosed. This provision applies without limitation long as such source is not known by the Executive to unauthorized use be bound by a confidentiality agreement with any of Confidential Information the foregoing prohibiting such disclosure, or (iii) Executive’s personal contacts that are not associated with the Company’s business, whether in any mediumelectronic or paper form (e.g., including filmrolodex, videotapeoutlook contacts, audiotape and writings of any kind (including bookscalendar, articles, e-mails, texts, blogs and websitesetc.).