1Proprietary Information Clause Samples

The Proprietary Information clause defines and protects confidential or sensitive information shared between parties during their relationship. It typically outlines what constitutes proprietary information, such as business plans, technical data, or trade secrets, and sets restrictions on how this information can be used or disclosed. By establishing clear boundaries and obligations, this clause helps prevent unauthorized use or dissemination of valuable information, thereby safeguarding the interests and competitive advantage of the disclosing party.

1Proprietary Information. (a) The Consultant acknowledges that the Consultant’s relationship with the Company is one of high trust and confidence and that in the course of the Consultant’s service to the Company, the Consultant will have access to and contact with Proprietary Information. The Consultant will not disclose any Proprietary Information to any person or entity other than employees of the Company or use the same for any purposes (other than in the performance of the services) without written approval by an officer of the Company, either during or after the Services Period, unless and until such Proprietary Information has become public knowledge without fault by the Consultant. (b) For purposes of this Agreement, Proprietary Information shall mean, by way of illustration and not limitation, all information, whether or not in writing, whether or not patentable and whether or not copyrightable, of a private, secret or confidential nature, owned, possessed or used by the Company, concerning the Company’s business, business relationships or financial affairs, including, without limitation, any Invention, formula, vendor information, customer information, apparatus, equipment, trade secret, process, research, report, technical or research data, clinical data, know-how, computer program, software, software documentation, hardware design, technology, product, processes, methods, techniques, formulas, compounds, projects, developments, marketing or business plan, forecast, unpublished financial statement, budget, license, price, cost, customer, supplier or personnel information or employee list that is communicated to, learned of, developed or otherwise acquired by the Consultant in the course of the Consultant’s service as a consultant to the Company. (c) The Consultant agrees that all files, documents, letters, memoranda, reports, records, data sketches, drawings, models, laboratory notebooks, program listings, computer equipment or devices, computer programs or other written, photographic, or other tangible material containing Proprietary Information, whether created by the Consultant or others, which shall come into the Consultant’s custody or possession, shall be and are the exclusive property of the Company to be used by the Consultant only in the performance of the Consultant’s duties for the Company and shall not be copied or removed from the Company premises except in the pursuit of the business of the Company. All such materials or copies thereof and all tangible...

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1Proprietary Information. All right, title and interest in and to Proprietary Information will be and remain the sole and exclusive property of the Company and its affiliates. The Executive will not remove from the Company’s or its affiliates’ offices or premises any documents, records, notebooks, files, correspondence, reports, memoranda or similar materials of or containing Proprietary Information, or other materials or property of any kind belonging to the Company or its affiliates unless necessary or appropriate in the performance of his duties to the Company and its affiliates. If the Executive removes such materials or property in the performance of his duties, he will return such materials or property promptly after the removal has served its purpose. The Executive will not make, retain, remove and/or distribute any copies of any such materials or property, or divulge to any third person the nature of and/or contents of such materials or property, except to the extent necessary to satisfy contractual obligations of the Company or its affiliates or to perform his duties on behalf of the Company and its affiliates or pursuant to the exceptions set forth in Section 6.2. Upon termination of the Executive’s employment with the Company, he will leave with the Company and its affiliates or promptly return to the Company and its affiliates all originals and copies of such materials or property then in his possession.

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1Proprietary Information. (a) The Advisor acknowledges that Advisor’s relationship with the Company is one of high trust and confidence and that in the course of Advisor’s service to the Company, Advisor will have access to and contact with Proprietary Information. The Advisor will not disclose any Proprietary Information to any person or entity other than employees of the Company or use the same for any purposes (other than in the performance of the services) without written approval by an officer of the Company, either during or after the Advisory Period, unless and until such Proprietary Information has become public knowledge without fault by the Advisor. (b) For purposes of this Agreement, Proprietary Information shall mean, by way of illustration and not limitation, all information, whether or not in writing, whether or not patentable and whether or not copyrightable, of a private, secret or confidential nature, owned, possessed or used by the Company, concerning the Company’s business, business relationships or financial affairs, including, without limitation, any Invention, formula, vendor information, customer information, apparatus, equipment, trade secret, process, research, report, technical or research data, clinical data, know-how, computer program, software, software documentation, hardware design, technology, product, processes, methods, techniques, formulas, compounds, projects, developments, marketing or business plan, forecast, unpublished financial statement, budget, license, price, cost, customer, supplier or personnel information or employee list that is communicated to, learned of, developed or otherwise acquired by the Advisor in the course of Advisor’s service as an advisor to the Company. (c) The Advisor agrees that all files, documents, letters, memoranda, reports, records, data sketches, drawings, models, laboratory notebooks, program listings, computer equipment or devices, computer programs or other written, photographic, or other tangible material containing Proprietary Information, whether created by the Advisor or others, which shall come into Advisor’s custody or possession, shall be and are the exclusive property of the Company to be used by the Advisor only in the performance of Advisor’s duties for the Company and shall not be copied or removed from the Company premises except in the pursuit of the business of the Company. All such materials or copies thereof and all tangible property of the Company in the custody or possession of the Advi...

1Proprietary Information. (a) The Consultant acknowledges that his or her relationship with the Company is one of high trust and confidence and that during his or her service to the Company he will have access to and contact with Proprietary Information. The Consultant agrees that he or she will not, during the Term or at any time, thereafter, disclose to others, or use for his or her benefit or the benefit of others, any Proprietary Information. (b) For purposes of this Agreement, Proprietary Information shall mean, confidential, non-public and or proprietary business, clinical, technical and other information owned by or in the possession, custody or control of Company, including, without limitation, formula, vendor information, customer information, apparatus, equipment, trade secret, process, research, report, clinical data, technical data, assays, know-how, computer program, software, software documentation, hardware design, technology, marketing or business plan, forecast, unpublished financial statement, budget, license, price, cost and employee list that is communicated to, learned of, developed or otherwise acquired by the Consultant in the course of his or her service as a consultant to the Company. Company shall own any intellectual property generated using the Proprietary Information of Company. (c) The Consultant’s obligations under this Section 6.1 shall not apply to any information that (i) is or becomes known to the general public under circumstances involving no breach by the Consultant or others of the terms of this Section 6.1, (ii) is generally disclosed to third parties by the Company without restriction on such third parties, (iii) is approved for release by written authorization of the Board of Directors of the Company, (iv ) was known to Consultant before the consulting services were performed, or (v) Consultant is required to disclose by law, government regulation, or court order. (d) The Consultant represents that his or her retention as a consultant with the Company and his or her performance under this Agreement does not, and shall not, breach any agreement that obligates him or her to keep in confidence any trade secrets or confidential or proprietary information of his or her or of any other party or to refrain from competing, directly or indirectly, with the business of any other party. The Consultant shall not disclose to the Company any trade secrets or confidential or proprietary information of any other party. (e) Despite any obligation to protect...

1Proprietary Information. Except as otherwise provided in this Article 8, during the term of this Agreement and for a period of five (5) years thereafter, each Party (the “Recipient”) shall maintain in confidence and use only for purposes of this Agreement any confidential information, data and materials supplied to such Party by the other Party (the “Disclosing Party”) under this Agreement; provided that, unless the confidentiality of any information, data or material is expressly provided in this Agreement, if any such information, data or materials are in tangible form, they are marked “Confidential” or “Proprietary,” or if disclosed orally, they are identified as confidential or proprietary when disclosed and are confirmed in writing as confidential or proprietary within forty-five (45) days following such disclosure (such information, data and materials so disclosed, collectively “Proprietary Information”). The obligations of the Recipient under this Article 8 not to disclose or use Proprietary Information received from the Disclosing Party shall not apply, however, apply to the extent that any such information, data or materials: (a) are or become generally available to the public, or otherwise part of the public domain, other than by acts or omissions of the Recipient in breach of this Agreement; (b) are disclosed to the Recipient, other than under an obligation of confidentiality, by a Third Party who had no obligation to the Disclosing Party not to disclose such information to others; (c) were already in the possession of the Recipient, other than under an obligation of confidentiality, prior to disclosure by the Disclosing Party; or (d) is subsequently and independently developed by the Recipient without use of or reference to the Proprietary Information of the Disclosing Party.

1Proprietary Information. (a) For purposes of this Agreement, Proprietary Information shall mean any and all information, whether or not in writing, whether or not patentable or copyrightable, of a private, secret or confidential nature, owned, possessed or used by the Company, concerning the Company's business, clinical, regulatory or financial affairs, including, without limitation, any Invention, trade secret, process, research, filing, technical or research data, clinical data, protocols, know-how, technology, product, processes, methods, techniques, formulas, projects, programs, developments, partnering, business or financing plan, forecast, license, price, cost, supplier or personnel information that is communicated to, learned of, developed or otherwise acquired by the Consultant in the course of providing the Services. (b) The Consultant acknowledges that Consultant’s relationship with the Company is one of high trust and confidence and that in the course of Consultant’s service to the Company, Consultant will have access to and contact with Proprietary Information. The Consultant will not disclose any Proprietary Information to any third party or use the same for any purpose other than in the performance of the Services without written approval by an officer of the Company, either during or after the Consultation Period. (c) The Consultant’s obligations under this Section 6.1 shall not apply to any information that (i) is or becomes known to the general public under circumstances involving no breach by the Consultant of the terms of this Section 6.1, (ii) is in the Consultant’s possession at the time of disclosure otherwise than as a result of Consultant’s breach of any legal obligation, or (iii) becomes known to Consultant through disclosure by a third party having the legal right to disclose such Proprietary Information. (d) The Consultant agrees that all material, including hard copy and electronic files, documents, letters, memoranda, reports, records, data, drawings, models, laboratory notebooks, computer programs, and computer equipment or devices if provided by the Company, which shall come into Consultant’s custody or possession, shall be and are the exclusive property of the Company to be used by the Consultant only in the performance of the Services and shall not be copied or removed from the Company premises except in the pursuit of the business of the Company. All such materials or copies thereof, all tangible property of the Company, and all material con...

1Proprietary Information. Franchisee and the Principal Shareholders acknowledge that, over the term of this Agreement, they are to receive proprietary information which Franchisor has developed over time at great expense, including, but not limited to, information regarding the System, the Concept, methods of site selection, marketing and public relations methods, product analysis and selection, recipes for preparing, cooking and serving food and beverages, and service methods and skills relating to the development and operation of Restaurants. They further acknowledge that this information, which includes, but is not necessarily limited to, that contained in the Manual, is not generally known in the industry and is beyond their own present skills and experience, and that to develop it themselves would be expensive, time consuming and difficult. Franchisee and the Principal Shareholders further acknowledge that Franchisor's information provides a competitive advantage and will be valuable to them in the development of their business, and that gaining access to it is therefore a primary reason why they are entering into this Agreement. Accordingly, Franchisee and the Principal Shareholders agree that Franchisor's information, as described above, which may or may not be "trade secrets" under prevailing judicial interpretations or statutes, is private and valuable, and constitutes trade secrets belonging to Franchisor; and in consideration of Franchisor's confidential disclosure to them of these trade secrets, Franchisee and the Principal Shareholders agree as follows (subject to the provisions of the Development Agreement and any other franchise agreement between Franchisor, Franchisee, and the Principal Shareholders): 7.1.1 During the term of this Agreement, neither Franchisee nor any Principal Shareholder, for so long as such Principal Shareholder owns an interest in Franchisee, may, without the prior written consent of Franchisor, directly or indirectly engage in, or acquire any financial or beneficial interest (including any interest in corporations, partnerships, limited liability companies, trusts, unincorporated associations or joint ventures) in, advise, help, guarantee loans or make loans to, any restaurant business whose menu or method of operation is similar, in the reasonable opinion of Franchisor, to that employed by restaurant units within the System which is either (i) located in the "Territory" as defined in the Development Agreement, (ii) located in the Designated Ma...