the Group and which has been or will be used by or
imparted to Executive from time to time in the course of the performance of
Executive's duties hereunder.
Executive acknowledges and agrees that such
Confidential Information (as defined below) is important, material and
confidential trade secrets and proprietary information of the Company and/or the
Group, and materially affect the successful conduct of the Company's and/or the
Group's business and its goodwill. Executive therefore agrees that:
(i)
The Executive shall use
Confidential Information only in the good faith performance of the Executive's
duties hereunder. The Executive shall not at any time during the Employment
Period or thereafter, directly or indirectly, use Confidential Information for
the Executive's personal benefit, for the benefit of any other individual or
entity, or in any manner adverse to the interests of the Company, the Group or
its or their respective clients and customers;
(II)
THE EXECUTIVE WILL NOT,
DIRECTLY OR INDIRECTLY, DISCLOSE CONFIDENTIAL INFORMATION AT ANY TIME (DURING OR
AFTER THE EMPLOYMENT PERIOD) EXCEPT TO AUTHORIZED COMPANY PERSONNEL;
(III)
THE EXECUTIVE WILL
SAFEGUARD CONFIDENTIAL INFORMATION BY ALL REASONABLE STEPS AND ABIDE BY ALL
POLICIES AND PROCEDURES OF THE COMPANY AND THE GROUP IN EFFECT FROM TIME TO TIME
REGARDING STORAGE, COPYING AND HANDLING OF DOCUMENTS; AND
(IV)
PROMPTLY ON THE
TERMINATION OF EXECUTIVE'S EMPLOYMENT FOR WHATEVER REASON OR OTHERWISE ON
DEMAND, THE EXECUTIVE SHALL RETURN (OR IN THE EVENT OF EXECUTIVE'S DEATH,
EXECUTIVE'S PERSONAL REPRESENTATIVE SHALL RETURN) TO THE COMPANY ANY AND ALL
MATERIALS, SUBSTANCES, MODELS, SOFTWARE, PROTOTYPES, DOCUMENTS AND THE LIKE
CONTAINING AND/OR RELATING TO CONFIDENTIAL INFORMATION, TOGETHER WITH ALL OTHER
PROPERTY OF THE COMPANY, THE GROUP AND ITS AND THEIR RESPECTIVE CUSTOMERS AND
CLIENTS.
THE EXECUTIVE SHALL NOT RETAIN ANY COPIES OR REPRODUCTIONS OF
CORRESPONDENCE, MEMORANDA, REPORTS, NOTEBOOKS, DRAWINGS, PHOTOGRAPHS, DATABASES,
DISKETTES, OR OTHER DOCUMENTS OR ELECTRONICALLY STORED INFORMATION OF ANY KIND
RELATING TO THE BUSINESS, POTENTIAL BUSINESS OF AFFAIRS OF THE COMPANY, THE
GROUP AND ITS AND THEIR RESPECTIVE CLIENTS AND CUSTOMERS.
(B)
"CONFIDENTIAL INFORMATION" MEANS AND INCLUDES (I)
ALL KNOWLEDGE, DOCUMENTS, INFORMATION, DATA AND MATERIAL CONCERNING THE COMPANY
AND THE GROUP OR ANY OF THEIR RESPECTIVE BUSINESSES, OPERATIONS, AFFAIRS OR
FINANCIAL CONDITION, WHETHER OR NOT ALREADY KNOWN BY THE EXECUTIVE PRIOR TO THE
EFFECTIVE DATE, AND (II) ALL INFORMATION THAT HAS BEEN DISCLOSED TO THE COMPANY
BY ANY THIRD PARTY UNDER AN AGREEMENT OR CIRCUMSTANCES REQUIRING SUCH
INFORMATION TO BE KEPT CONFIDENTIAL.
CONFIDENTIAL INFORMATION SHALL INCLUDE,
WITHOUT LIMITATION, THE NAMES, PROCEDURES, PROJECTS, RATES, FEES, AND PRACTICES
OF THE COMPANY AND ITS CLIENTS; PRICING INFORMATION RELATING TO THE COMPANY AND
ITS VENDORS AND SUPPLIERS; COMPENSATION PAID TO EMPLOYEES AND OTHER TERMS OF
EMPLOYMENT; PROPRIETARY SOFTWARE AND PROGRAMS; FINANCIAL OR RESEARCH MODELS OR
PROCESSES AND RELATED DATA; AND FINANCIAL INFORMATION CONCERNING THE COMPANY AND
OF THE GROUP. CONFIDENTIAL INFORMATION SHALL NOT INCLUDE (I) INFORMATION THAT IS
IN THE PUBLIC DOMAIN THROUGH NO FAULT OF EXECUTIVE; (II) INFORMATION PUBLISHED
OR DISSEMINATED BY THE COMPANY IN THE ORDINARY COURSE OF BUSINESS WITHOUT
RESTRICTION; AND (III)