You acknowledge that in the course of your employment you will have access to, and intimate knowledge of, DesCare confidential information and trade secrets, and that disclosure of any confidential information or trade secrets by you either alone or with others would place DesCare at a serious competitive disadvantage and would do material damage, financial or otherwise, to its legitimate business interest.

You shall keep secret and shall not at any time either during your employment or after its termination, use, communicate or reveal to any person for your or any other person’s benefit, any trade secret or confidential information concerning the business, finances or organisation of DesCare or any Associated Company, their systems, techniques or know how of their suppliers or customers. For the purposes of this clause and by way of illustration (and not limitation), information will be secret and confidential if it is not in the public domain and relates to:

• programming techniques, systems, designs and other computer technology;
• software specifications;
• instruction manuals and/or any documentation relating to computer programs and applications;
• product lists;
• research and development;
• formulae or formulations;
• costings, profit margins, discounts, rebates and other financial information;
• current activities and current and future plans relating to all or any development, production or sales including the timing or all or any such matters;
• the development of new products;
• production or design secrets;
• technical design or specifications of the products of DesCare or any Associated Company;
• pricing, credit policies, credit procedures, payment policies, payment procedures and systems for the same, whether of DesCare or of any Associated Company;
• DesCare clients and customers or prospective clients and customers; and
• any other information which is notified to you during the course of your employment as being confidential or secret, or is received or obtained by you in confidential circumstances.

The restrictions contained in this agreement shall not apply to:

• any disclosure or use expressly authorised by DesCare or any Associated Company or as required in the ordinary and proper course of your employment or as required by a court or tribunal of competent jurisdiction or as required by an appropriate regulatory authority; or
• any information that is in the public domain otherwise than as a result of a breach of this clause or breach of an equivalent provision or other unlawful act (whether by you either personally or by an agent, whether on your own account or for or in association with any other person or by any other employee of DesCare or any Associated Company).

All notes, memoranda, records and writing made by you relating to the business of DesCare or any Associated Company shall remain the property of DesCare or Associated Company to whose business they may relate and shall be delivered by you to DesCare to which they belong forthwith upon request.

On termination of your employment for whatever reason you shall immediately deliver to an officer of DesCare or to its order all books, documents, papers (including copies), materials and other property of or relating to the business of DesCare or any Associated Company then in your possession or which are or were last under your power or control.