Common use of Restrictions on Proprietary Information Clause in Contracts

Restrictions on Proprietary Information. I acknowledge that (i) because of my responsibilities at the Company, I will help develop and create, and/or will be exposed to, the Company’s business strategies, information on customers, clients and web site design and other valuable confidential, proprietary and trade secret information of the Company (as more fully defined below, “Proprietary Information”), (ii) in such capacity I will become familiar with procedures and methods by which the Company develops and conducts its business, (iii) I will have access to the Company’s clients, channels for developing clients, and other Proprietary Information, (iv) it would be unfair to the Company if I were to appropriate to myself or others the benefits of the Company’s resources expended to develop such business relationships, (v) it would be unfair to the Company if I were to appropriate to myself or others the benefits of the business, personnel and other Proprietary Information which the Company has developed in the conduct of its business, and (vi) it is therefore fair that reasonable restrictions should be placed on certain of my activities during my employment and after my employment with the Company terminates. I agree to hold in strict confidence and in trust for the sole benefit of the Company all Proprietary Information that I may have access to, learn, observe or obtain during the course of my employment with the Company and, except as required in my authorized duties on behalf of the Company, will not disclose any Proprietary Information, directly or indirectly, to anyone outside of the Company, or use, copy, publish, summarize, or remove from Company premises such information (or remove from the premises any other property of the Company) unless I am expressly authorized in writing by the President of the Company. I further agree that I will promptly advise the Company of any unauthorized use, removal, copy or disclosure of the Proprietary Information by anyone, including myself. I understand that if I disclose, copy, remove or misuse any Proprietary Information in violation of this Proprietary Information and Inventions Agreement (this “Agreement”) or threaten or cause damage to the Company, I will be responsible to and will indemnify the Company. I will not use the Company’s name outside the scope of my employment, without the Company’s prior written consent. I also agree not to use any material obtained or prepared in connection with my employment at the Company for any purpose not related to the Company’s business(es).