confidential in nature. Such information includes, client lists or client related information, information related to or concerning Enfusion’s products and services; fees, costs, and pricing structures; market studies; business plans and investment analyses; designs and specifications; data and analyses; drawings, photographs, and reports; computer software, object code, source code, operating systems, applications, algorithms, and program listings; flow charts, manuals, and documentation, ideas, images, text, music, movies, concepts, video, and websites; databases; accounting and business methods; inventions, devices, new developments, methods, and processes, (whether patentable or non-patentable and whether or not reduced to practice); investor or ownership information, Client and Prospective Client information; copyrightable works; technology and trade secrets; historical financial statements, financial projections, and budgets; personnel training techniques and materials; and any other personal, business, financial, or technical information, data, patents, or ideas relating to the proprietary information observed by, or disclosed to, Employee, whether in oral, written documents, memoranda, reports, or correspondence in graphic or machine-readable form, or otherwise in the course of, or in connection with, Employee’s employment with Enfusion (individually and collectively “Confidential Information”).
b)Employee hereby agrees that he or she will not disclose nor use at any time; before, during, or after their employment with Enfusion; any Confidential Information of which Employee is or becomes aware of, whether or not such information is developed by Employee, except to the extent such disclosure or use is directly related to or required for Employee’s performance of their employment duties. Further, Employee agrees he or she will take all reasonable and appropriate steps to safeguard the Confidential Information and to protect it against disclosure, misuse, espionage, loss, or theft and will not disclose or use any Confidential Information except as reasonably necessary to perform Employee's duties for the Company, or as required by law. Employee further agrees not to otherwise transmit or download any Confidential Information to Employee's personal computer, cellular telephone, or other electronic device, or otherwise remove Confidential Information from the Company's premises or Company-owned computer, unless Employee secures the Company's specific authorization in advance and takes appropriate steps to protect such information. Employee understands and agrees that all Confidential Information, including documents, records, and electronic files, to which Employee has access as a result of Employee's employment by the Company are the exclusive property of the Company. Employee also acknowledges and agrees that all Confidential Information, and all copyrights, trademarks, patents and other rights in connection therewith, shall be the sole property of the Company and its assigns. For clarity, nothing herein is intended to prevent Employee disclosing information that Employee has a legal right to disclose.
c)Exceptions. Confidential Information shall not include any information that: (i) was in the possession of, or demonstrably known by, (in each case without restriction on its use or disclosure) the Employee prior to their receipt of such information; (ii) any information independently known by Employee without access to or reliance upon any Confidential Information, including the general skills, knowledge and experience acquired by the Employee before and/or during employment with the Company; (iii) was lawfully disclosed to Employee following the end of their employment with Enfusion by a third party under no known obligation of confidentiality; (iv) is in the public domain at the time of disclosure, or thereafter becomes in the public domain, other than as a result of disclosure by Employee in violation of this Agreement.
d)In the event Employee is required under a subpoena, court order, statute, law, rule, regulation, or other similar requirement (“Legal Requirement”), Employee shall do so only to the extent required by the Legal Requirement, must provide prompt written notice to Enfusion of the disclosure to the extent not precluded by law, and must designate the information as Confidential Information when disclosing such information. Further, when legally permissible, the Employee shall notify Enfusion of what Confidential Information was disclosed under such Legal Requirement.