Common use of Proprietary Information and Developments Clause in Contracts

Proprietary Information and Developments. (a) The Executive acknowledges and agrees that due to the uniqueness of his position, information is available to him which is of such a highly confidential and proprietary nature as to constitute a trade secret, and any conduct by him which makes use of such information (except as part of the performance of his duties on behalf of the Company) would be a breach of his fiduciary duty to the Company. Accordingly, and in furtherance of the terms of Section 8, the Executive agrees that all information and knowhow, whether or not in writing, of a private, secret or confidential nature concerning the Company's business or financial affairs or business methods received by him from the Company or of which he became aware during the term of his employment (collectively, "Proprietary Information"), is and shall be the exclusive property of the Company. The Executive shall not disclose any Proprietary Information to others outside the Company (except as part of the performance of his duties on behalf of the Company), or use the same for any unauthorized purposes, without written approval by the Company, either during or after his employment, unless and until such Proprietary Information has become public knowledge without fault of the Executive. (b) The Executive agrees that all tangible material containing Proprietary Information, whether created by the Executive or others, which shall come into his custody or possession during the term of his employment, shall be and is the exclusive property of the Company to be used by the Executive only in the performance of his duties for the Company, and to be returned to the Company upon the termination of his employment. (c) The Executive agrees that he shall not disclose or use information, know-how and records of the types set forth in paragraphs (a) and (b) above which constitute Proprietary Information of any third party with whom the Company has a contractual relationship which obligates the Company to maintain the confidentiality of such Proprietary Information, except to the extent such disclosure or use would be during the course of the performance by the Executive of his duties on behalf of Company and such disclosure or use does not constitute a breach of the contractual relationship between the Company with such third party.

Proprietary Information and Developments. (a) The Executive acknowledges and -and agrees that due to the uniqueness of his position, information is available to him which is of such a highly confidential and proprietary nature as to constitute a trade secret, and any conduct by him which makes use of such information (except as part of the performance of his duties on behalf of the Company) would be a breach of his fiduciary duty to the Company. Accordingly, and in furtherance of the terms of Section 8, the Executive agrees that all information and knowhow, whether or not in writing, of a private, secret or confidential nature concerning the Company's ’s business or financial affairs or business methods received by him from the Company or of which he became aware during the term of his employment (collectively, "“Proprietary Information"”), is and shall be the exclusive property of the Company. The Executive shall not disclose any Proprietary Information to others outside the Company (except as part of the performance of his duties on behalf of the Company), or use the same for any unauthorized purposes, without written approval by the Company, either during or after his employment, unless and until such Proprietary Information has become public knowledge without fault of the Executive. (b) The Executive agrees that all tangible material containing Proprietary Information, whether created by the Executive or others, which shall come into his custody or possession during the term of his employment, shall be and is the exclusive property of the Company to be used by the Executive only in the performance of his duties for the Company, and to be returned to the Company upon the termination of his employment. (c) The Executive agrees that he shall not disclose or use information, know-how and records of the types set forth in paragraphs (a) and (b) above which constitute Proprietary Information of any third party with whom the Company has a contractual relationship which obligates the Company to maintain the confidentiality of such Proprietary Information, except to the extent such disclosure or use would be during the course of the performance by the Executive of his duties on behalf of Company and and’ such disclosure or use does not constitute a breach of the contractual relationship between the Company with such third party. Without in any way limiting the generality of the foregoing, the Executive agrees that any breach of this Section 9 shall cause the Company substantial and irrevocable damage and therefore, in the event of any such breach, the Executive agrees that he will not be entitled to receive, and will not receive, payment of any amounts described in Section 6(a)(i), (ii) or (iii) and shall forfeit any Bonus Stock Option (even if vested), and in addition to any other remedies which may be available, the Company shall have the right to seek specific performance and injunctive relief, without the need to post a bond or other security.