Common use of 3Confidential Information Clause in Contracts

3Confidential Information. (a) Recipient acknowledges that Recipient will be entrusted with Confidential Information. (b) During the Confidentiality Period, Recipient: (A) shall hold the Confidential Information in strictest confidence, take all reasonable precautions to prevent the inadvertent disclosure of the Confidential Information to any unauthorized person, and follow all the Company’s policies protecting the Confidential Information; (B) shall not use, copy, divulge or otherwise disseminate or disclose any Confidential Information, or any portion thereof, to any unauthorized person; (C) shall not make, or permit or cause to be made, copies of the Confidential Information, except as necessary to carry out Recipient’s authorized duties for the Company; and (D) shall promptly and fully advise the Company of all facts known to Recipient concerning any actual or threatened unauthorized use or disclosure of which Recipient becomes aware. (c) Recipient hereby assigns to the Company any rights Recipient may have or acquire in the Confidential Information, and recognizes that the Company shall be the sole owner of all copyrights, trade secret rights, and all other rights throughout the world (collectively, “Proprietary Rights”) in connection with such rights. (d) If Recipient receives any subpoena or becomes subject to any legal obligation that might require Recipient to disclose Confidential Information, Recipient will provide prompt written notice of that fact to the Company unless otherwise prohibited by applicable law, enclosing a copy of the subpoena and any other documents describing the legal obligation. In the event that the Company objects to the disclosure of Confidential Information, by way of a motion to quash or otherwise, Recipient agrees to not disclose any Confidential Information while any such objection is pending. (e) Recipient understands that the Company and its affiliates have and will receive from third parties confidential or proprietary information (“Third Party Information”) under a duty to maintain the confidentiality of such Third Party Information and to use it only for limited purposes. During the term of Recipient’s association with the Company and at all times after the termination of such association for any reason, Recipient will hold Third Party Information in strict confidence and will not disclose or use any Third Party Information unless expressly authorized by the Company in advance or as may be strictly necessary to perform Recipient’s obligations with the Company, subject to any agreements binding on the Company with respect to such Third Party Information. (f) Recipient will not improperly use or disclose any confidential information or trade secrets, if any, of any person to whom Recipient has an obligation of confidentiality. (g) Recipient is hereby notified that, pursuant to 18 USC § 1833(b), an individual may not be held criminally or civilly liable under any federal or state trade secret law for disclosure of a trade secret made: (i) in confidence to a government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law; and/or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Additionally, an individual suing an employer for retaliation based on the reporting of a suspected violation of law may disclose a trade secret to his or her attorney and use the trade secret information in the court proceeding, so long as any document containing the trade secret is filed under seal and the individual does not disclose the trade secret except pursuant to court order.

3Confidential Information. (a) Recipient acknowledges that Recipient will be entrusted with Confidential Information. (b) During the Confidentiality Period, Recipient: (A) shall hold the Confidential Information in strictest confidence, take all reasonable precautions to prevent the inadvertent disclosure of the Confidential Information to any unauthorized person, and follow all the Company’s policies protecting the Confidential Information; (B) shall not use, copy, divulge or otherwise disseminate or disclose any Confidential Information, or any portion thereof, to any unauthorized person; (C) shall not make, or permit or cause to be made, copies of the Confidential Information, except as necessary to carry out Recipient’s authorized duties for the Company; and (D) shall promptly and fully advise the Company of all facts known to Recipient concerning any actual or threatened unauthorized use or disclosure of which Recipient becomes aware. (c) Recipient hereby assigns to the Company any rights Recipient may have or acquire in the Confidential Information, and recognizes that the Company shall be the sole owner of all copyrights, trade secret rights, and all other rights throughout the world (collectively, “Proprietary Rights”) in connection with such rights. (d) If Recipient receives any subpoena or becomes subject to any legal obligation that might require Recipient to disclose Confidential Information, Recipient will provide prompt written notice of that fact to the Company unless otherwise prohibited by applicable law, enclosing a copy of the subpoena and any other documents describing the legal obligation. In the event that the Company objects to the disclosure of Confidential Information, by way of a motion to quash or otherwise, Recipient agrees to not disclose any Confidential Information while any such objection is pending. (e) Recipient understands that the Company and its affiliates have and will receive from third parties confidential or proprietary information (“Third Party Information”) under a duty to maintain the ​ confidentiality of such Third Party Information and to use it only for limited purposes. During the term of Recipient’s association with the Company and at all times after the termination of such association for any reason, Recipient will hold Third Party Information in strict confidence and will not disclose or use any Third Party Information unless expressly authorized by the Company in advance or as may be strictly necessary to perform Recipient’s obligations with the Company, subject to any agreements binding on the Company with respect to such Third Party Information. (f) Recipient will not improperly use or disclose any confidential information or trade secrets, if any, of any person to whom Recipient has an obligation of confidentiality. (g) Recipient is hereby notified that, pursuant to 18 USC § 1833(b), an individual may not be held criminally or civilly liable under any federal or state trade secret law for disclosure of a trade secret made: (i) in confidence to a government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law; and/or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Additionally, an individual suing an employer for retaliation based on the reporting of a suspected violation of law may disclose a trade secret to his or her attorney and use the trade secret information in the court proceeding, so long as any document containing the trade secret is filed under seal and the individual does not disclose the trade secret except pursuant to court order.

3Confidential Information. Executive acknowledges and agrees that all information regarding the Company or the activity of any member of the Company that is not generally known to persons not employed or retained (aas employees or as independent contractors or agents) Recipient by the Company, including without limitation information about the customers, business connections, customer lists, procedures, operations, trade secrets, techniques and other aspects of and information about the business of the Company (the “Confidential Information”) is established at great expense and protected as confidential information and provides the Company with a substantial competitive advantage in conducting its business. Executive further acknowledges and agrees that Recipient by virtue of Executive’s employment with the Company, Executive will have access to, and will be entrusted with Confidential Information. (b) During the Confidentiality Period, Recipient: (A) shall hold the Confidential Information in strictest confidence, take all reasonable precautions to prevent the inadvertent disclosure of the Confidential Information to any unauthorized person, and follow all that the Company would suffer great loss and injury if Executive would disclose this information or use it in a manner not specifically authorized by the Company’s policies protecting . Therefore, Executive agrees that during the Confidential Information; (B) shall not useTerm and at all times thereafter, copyExecutive will not, divulge directly or otherwise disseminate indirectly, either individually or as an employee, agent, partner, shareholder, owner trustee, beneficiary, co-venturer distributor, consultant or in any other capacity, use or disclose or cause to be used or disclosed any Confidential Information, unless and to the extent that any such information becomes generally known to and available for use by the public other than as a result of Executive’s acts or any portion thereof, omissions. Executive shall deliver to any unauthorized person; (C) shall not makethe Company at the termination of Executive’s employment and the Term, or permit or cause at any other time the Company may request, all memoranda, notes, plans, records, reports, computer tapes, printouts and software and other documents and data (and copies thereof) relating to be made, copies of the Confidential Information, except as necessary to carry out Recipient’s authorized duties for or the Company; and (D) shall promptly and fully advise business of the Company of all facts known to Recipient concerning any actual which Executive may then possess or threatened unauthorized use or disclosure of which Recipient becomes aware. (c) Recipient hereby assigns have under Executive’s control. In addition, Executive agrees that, notwithstanding the foregoing, to the Company any rights Recipient may have or acquire in the Confidential Information, and recognizes that the Company shall be the sole owner of all copyrights, trade secret rights, and all other rights throughout the world (collectively, “Proprietary Rights”) in connection with such rights. (d) If Recipient receives any subpoena or becomes subject to any legal obligation that might require Recipient extent Executive is compelled to disclose Confidential InformationInformation by lawful service of process, Recipient will provide prompt written notice of that fact subpoena, court order, or otherwise compelled to do by law, Executive shall, to the extent legally permitted, provide the Company unless otherwise prohibited by applicable law, enclosing with a copy of the subpoena document(s) seeking disclosures of such information promptly upon receipt of such document(s) and prior to Executive’s disclosure of any other documents describing the legal obligation. In the event such information, so that the Company objects may take such action as it deems to the disclosure of Confidential Information, by way of a motion be necessary or appropriate in relation to quash such subpoena or otherwise, Recipient agrees to request and Executive may not disclose any Confidential Information while any such objection is pending. (e) Recipient understands that information until the Company and its affiliates have and will receive from third parties confidential or proprietary information (“Third Party Information”) under a duty has had the opportunity to maintain the confidentiality of take such Third Party Information and to use it only for limited purposesaction. During the term of Recipient’s association with the Company and at all times after the termination of such association for any reason, Recipient will hold Third Party Information in strict confidence and will not disclose or use any Third Party Information unless expressly authorized by the Company in advance or as may be strictly necessary to perform Recipient’s obligations with the Company, subject to any agreements binding on the Company with respect to such Third Party Information. (f) Recipient will not improperly use or disclose any confidential information or trade secrets, if any, of any person to whom Recipient has an obligation of confidentiality. (g) Recipient is hereby notified that, pursuant to 18 USC § 1833(b), an individual may Executive cannot be held criminally or civilly liable under any federal or state law (including trade secret law laws) for disclosure of disclosing a trade secret made: or confidential information (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law; and/or law or (ii) in a complaint or other document filed under seal in a lawsuit or other proceeding. Notwithstanding this immunity from liability, Executive may be held liable if such filing is made under sealExecutive unlawfully accesses trade secrets or confidential information by unauthorized means. AdditionallyNothing in this Agreement (A) limits, an individual suing an employer for retaliation based on the reporting restricts or in any other way affects Executive’s communicating with any governmental agency or entity, or communicating with any official or staff person of a suspected violation governmental agency or entity, concerning matters relevant to the governmental agency or entity or (B) requires Executive to notify the Company or any member of law may disclose a trade secret to his or her attorney and use the trade secret information in the court proceeding, so long as any document containing the trade secret is filed under seal and the individual does not disclose the trade secret except pursuant to court order.Company about such communication. ​ ​

3Confidential Information. ​ ​ (a) Recipient acknowledges that Recipient will be entrusted with Confidential Information. (b) During the Confidentiality Period, Recipient: (A) shall hold the Confidential Information in strictest confidence, take all reasonable precautions to prevent the inadvertent disclosure of the Confidential Information to any unauthorized person, and follow all the Company’s policies protecting the Confidential Information; (B) shall not use, copy, divulge or otherwise disseminate or disclose any Confidential Information, or any portion thereof, to any unauthorized person; (C) shall not make, or permit or cause to be made, copies of the Confidential Information, except as necessary to carry out Recipient’s authorized duties for the Company; and (D) shall promptly and fully advise the Company of all facts known to Recipient concerning any actual or threatened unauthorized use or disclosure of which Recipient becomes aware.. ​ (c) Recipient hereby assigns to the Company any rights Recipient may have or acquire in the Confidential Information, and recognizes that the Company shall be the sole owner of all copyrights, trade secret rights, and all other rights throughout the world (collectively, “Proprietary Rights”) in connection with such rights. (d) If Recipient receives any subpoena or becomes subject to any legal obligation that might require Recipient to disclose Confidential Information, Recipient will provide prompt written notice of that fact to the Company unless otherwise prohibited by applicable law, enclosing a copy of the subpoena and any other documents describing the legal obligation. In the event that the Company objects to the disclosure of Confidential Information, by way of a motion to quash or otherwise, Recipient agrees to not disclose any Confidential Information while any such objection is pending. (e) Recipient understands that the Company and its affiliates have and will receive from third parties confidential or proprietary information (“Third Party Information”) under a duty to maintain the confidentiality of such Third Party Information and to use it only for limited purposes. During the term of Recipient’s association with the Company and at all times after the termination of such association for any reason, Recipient will hold Third Party Information in strict confidence and will not disclose or use any Third Party Information unless expressly authorized by the Company in advance or as may be strictly necessary to perform Recipient’s obligations with the Company, subject to any agreements binding on the Company with respect to such Third Party Information.. ​ (f) Recipient will not improperly use or disclose any confidential information or trade secrets, if any, of any person to whom Recipient has an obligation of confidentiality.. ​ (g) Recipient is hereby notified that, pursuant to 18 USC § 1833(b), an individual may not be held criminally or civilly liable under any federal or state trade secret law for disclosure of a trade secret made: (i) in confidence to a government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law; and/or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Additionally, an individual suing an employer for retaliation based on the reporting of a suspected violation of law may disclose a trade secret to his or her attorney and use the trade secret information in the court proceeding, so long as any document containing the trade secret is filed under seal and the individual does not disclose the trade secret except pursuant to court order.

3Confidential Information. (a) Recipient acknowledges that Recipient will be entrusted with Confidential Information. (b) During the Confidentiality Period, Recipient: (A) shall hold the Confidential Information in strictest confidence, take all reasonable precautions to prevent the inadvertent disclosure of the Confidential Information to any unauthorized person, and follow all the Company’s policies protecting the Confidential Information; (B) shall not use, copy, divulge or otherwise disseminate or disclose any Confidential Information, or any portion thereof, to any unauthorized person; (C) shall not make, or permit or cause to be made, copies of the Confidential Information, except as necessary to carry out Recipient’s authorized duties for the Company; and (D) shall promptly and fully advise the Company of all facts known to Recipient concerning any actual or threatened unauthorized use or disclosure of which Recipient becomes aware. (c) Recipient hereby assigns to the Company any rights Recipient may have or acquire in the Confidential Information, and recognizes that the Company shall be the sole owner of all copyrights, trade secret rights, and all other rights throughout the world (collectively, “Proprietary Rights”) in connection with such rights. (d) If Recipient receives any subpoena or becomes subject to any legal obligation that might require Recipient to disclose Confidential Information, Recipient will provide prompt written notice of that fact to the Company unless otherwise prohibited by applicable law, enclosing a copy of the subpoena and any other documents describing the legal obligation. In the event that the Company objects to the disclosure of Confidential Information, by way of a motion to quash or otherwise, Recipient agrees to not disclose any Confidential Information while any such objection is pending. (e) Recipient understands that the Company and its affiliates have and will receive from third parties confidential or proprietary information (“Third Party Information”) under a duty to maintain the ​ ​ confidentiality of such Third Party Information and to use it only for limited purposes. During the term of Recipient’s association with the Company and at all times after the termination of such association for any reason, Recipient will hold Third Party Information in strict confidence and will not disclose or use any Third Party Information unless expressly authorized by the Company in advance or as may be strictly necessary to perform Recipient’s obligations with the Company, subject to any agreements binding on the Company with respect to such Third Party Information. (f) Recipient will not improperly use or disclose any confidential information or trade secrets, if any, of any person to whom Recipient has an obligation of confidentiality. (g) Recipient is hereby notified that, pursuant to 18 USC § 1833(b), an individual may not be held criminally or civilly liable under any federal or state trade secret law for disclosure of a trade secret made: (i) in confidence to a government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law; and/or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Additionally, an individual suing an employer for retaliation based on the reporting of a suspected violation of law may disclose a trade secret to his or her attorney and use the trade secret information in the court proceeding, so long as any document containing the trade secret is filed under seal and the individual does not disclose the trade secret except pursuant to court order.

3Confidential Information. (a) Recipient Executive acknowledges that Recipient Executive will be entrusted with Confidential Information. (b) During the Confidentiality Period, RecipientExecutive: (A) shall hold the Confidential Information in strictest confidence, take all reasonable precautions to prevent the inadvertent disclosure of the Confidential Information to any unauthorized person, and follow all the Company’s policies protecting the Confidential Information; (B) shall not use, copy, divulge or otherwise disseminate or disclose any Confidential Information, or any portion thereof, to any unauthorized personperson ; (C) shall not make, or permit or cause to be made, copies of the Confidential Informationinformation, except as necessary to carry out RecipientExecutive’s authorized duties for as an employee of the Company; and (D) shall promptly and fully advise the Company of all facts known to Recipient Executive concerning any actual or threatened unauthorized use or disclosure of which Recipient Executive becomes aware. (c) Recipient Executive hereby assigns to the Company any rights Recipient Executive may have or acquire in the Confidential Information, and recognizes that the Company shall be the sole owner of all copyrights, trade secret rights, and all other rights throughout the world (collectively, “Proprietary Rights”) in connection with such rights. (d) If Recipient Executive receives any subpoena or becomes subject to any legal obligation that might require Recipient Executive to disclose Confidential Information, Recipient Executive will provide prompt written notice of that fact to the Company unless otherwise prohibited by applicable lawCompany, enclosing a copy of the subpoena and any other documents describing the legal obligation. In the event that the Company objects to the disclosure of Confidential Information, by way of a motion to quash or otherwise, Recipient Executive agrees to not disclose any Confidential Information while any such objection is pending, except as required by law. (e) Recipient Executive understands that the Company and its affiliates have and will receive from third parties confidential or proprietary information (“Third Party Information”) under a duty to maintain the confidentiality of such Third Third-Party Information and to use it only for limited purposes. During the term of RecipientExecutive’s association with the Company and at all times after the termination of such association for any reason, Recipient Executive will hold Third Party Information in strict confidence and will not disclose or use any Third Party Information unless expressly authorized by the Company in advance or as may be strictly necessary to perform RecipientExecutive’s obligations with the Company, subject to any agreements binding on the Company with respect to such Third Party Information. (f) Recipient Executive will not improperly use or disclose any confidential information or trade secrets, if any, of any former employer or of any other person to whom Recipient Executive has an obligation of confidentiality, and Executive will not bring onto the Company’s premises any unpublished documents or ​ ​ ​ any property belonging to any former employer or of any other person to whom Executive has an obligation of confidentiality. (g) Recipient is hereby notified that, pursuant to 18 USC § 1833(b), an individual may not be held criminally or civilly liable under any federal or state trade secret law for disclosure of a trade secret made: (i) in confidence to a government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law; and/or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Additionally, an individual suing an employer for retaliation based on the reporting of a suspected violation of law may disclose a trade secret to his or her attorney and use the trade secret information in the court proceeding, so long as any document containing the trade secret is filed under seal and the individual does not disclose the trade secret except pursuant to court order.

3Confidential Information. (a) Recipient Executive acknowledges that Recipient Executive will be entrusted with Confidential Information. (b) During the Confidentiality Period, RecipientExecutive: (A) shall hold the Confidential Information in strictest confidence, take all reasonable precautions to prevent the inadvertent disclosure of the Confidential Information to any unauthorized person, and follow all the Company’s policies protecting the Confidential Information; (B) shall not use, copy, divulge or otherwise disseminate or disclose any Confidential Information, or any portion thereof, to any unauthorized person; (C) shall not make, or permit or cause to be made, copies of the Confidential Information, except as necessary to carry out RecipientExecutive’s authorized duties for as an employee of the Company; and (D) shall promptly and fully advise the Company of all facts known to Recipient Executive concerning any actual or threatened unauthorized use or disclosure of which Recipient Executive becomes aware. (c) Recipient Executive hereby assigns to the Company any rights Recipient Executive may have or acquire in the Confidential Information, and recognizes that the Company shall be the sole owner of all copyrights, trade secret rights, and all other rights throughout the world (collectively, “Proprietary Rights”) in connection inconnection with such rights. (d) If Recipient Executive receives any subpoena or becomes subject to any legal obligation that might require Recipient Executive to disclose Confidential Information, Recipient Executive will provide prompt written notice of that fact to the Company unless otherwise prohibited by applicable lawCompany, enclosing a copy of the subpoena and any other documents describing the legal obligation. In the event that the Company objects to the disclosure of Confidential Information, by way of a motion to quash or otherwise, Recipient Executive agrees to not disclose any Confidential Information while any such objection is pending. (e) Recipient Executive understands that the Company and its affiliates have and will receive from third parties confidential or proprietary information (“Third Party Information”) under a duty to maintain the confidentiality of such Third Party Information and to use it only for limited purposes. During the term of RecipientExecutive’s association with the Company and at all times after the termination of such association for any reason, Recipient Executive will hold Third Party Information in strict confidence and will not disclose or use any Third Party Information unless expressly authorized by the Company in advance or as may be strictly necessary to perform RecipientExecutive’s obligations with the Company, subject to any agreements binding on the Company with respect to such Third Party Information. (f) Recipient Executive will not improperly use or disclose any confidential information or trade secrets, if any, of any former employer or of any other person to whom Recipient Executive has an obligation of confidentiality, and Executive will not bring onto the Company’s premises any unpublished documents or any property belonging to any former employer or of any other person to whom Executive has an obligation of confidentiality. (g) Recipient is hereby notified that, pursuant to 18 USC § 1833(b), an individual may not be held criminally or civilly liable under any federal or state trade secret law for disclosure of a trade secret made: (i) in confidence to a government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law; and/or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Additionally, an individual suing an employer for retaliation based on the reporting of a suspected violation of law may disclose a trade secret to his or her attorney and use the trade secret information in the court proceeding, so long as any document containing the trade secret is filed under seal and the individual does not disclose the trade secret except pursuant to court order.

3Confidential Information. (a) Recipient acknowledges that Recipient will be entrusted with Confidential Information. (b) During the Confidentiality Period, Recipient: (A) shall hold the Confidential Information in strictest confidence, take all reasonable precautions to prevent the inadvertent disclosure of the Confidential Information to any unauthorized person, and follow all the Company’s policies protecting the Confidential Information; (B) shall not use, copy, divulge or otherwise disseminate or disclose any Confidential Information, or any portion thereof, to any unauthorized person; (C) shall not make, or permit or cause to be made, copies of the Confidential Information, except as necessary to carry out RecipientRecipients’s authorized duties for the Company; and (D) shall promptly and fully advise the Company of all facts known to Recipient concerning any actual or threatened unauthorized use or disclosure of which Recipient becomes aware. (c) Recipient hereby assigns to the Company any rights Recipient may have or acquire in the Confidential Information, and recognizes that the Company shall be the sole owner of all copyrights, trade secret rights, and all other rights throughout the world (collectively, “Proprietary Rights”) in connection with such rights. (d) If Recipient receives any subpoena or becomes subject to any legal obligation that might require Recipient to disclose Confidential Information, Recipient will provide prompt written notice of that fact to the Company unless otherwise prohibited by applicable law, enclosing a copy of the subpoena and any other documents describing the legal obligation. In the event that the Company objects to the disclosure of Confidential Information, by way of a motion to quash or otherwise, Recipient agrees to not disclose any Confidential Information while any such objection is pending. (e) Recipient understands that the Company and its affiliates have and will receive from third parties confidential or proprietary information (“Third Party Information”) under a duty to maintain the confidentiality of such Third Party Information and to use it only for limited purposes. During the term of Recipient’s 's association with the Company and at all times after the termination of such association for any reason, Recipient will hold Third Party Information in strict confidence and will not disclose or use any Third Party Information unless expressly authorized by the Company in advance or as may be strictly necessary to perform Recipient’s obligations with the Company, subject to any agreements binding on the Company with respect to such Third Party Information. (f) Recipient will not improperly use or disclose any confidential information or trade secrets, if any, of any person to whom Recipient has an obligation of confidentiality. (g) Recipient is hereby notified that, pursuant to 18 USC § 1833(b), an individual may not be held criminally or civilly liable under any federal or state trade secret law for disclosure of a trade secret made: (i) ​ in confidence to a government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law; and/or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Additionally, an individual suing an employer for retaliation based on the reporting of a suspected violation of law may disclose a trade secret to his or her attorney and use the trade secret information in the court proceeding, so long as any document containing the trade secret is filed under seal and the individual does not disclose the trade secret except pursuant to court order.