Agreement Not to Disclose Confidential Information. As a condition of his employment hereunder, Executive has executed and delivered to the Company an agreement addressing the nondisclosure of confidential information and ownership of inventions (the "Non-Disclosure Agreement") in accordance with standard Company policy, which Non-Disclosure Agreement shall survive termination of Executive's employment.
Agreement Not to Disclose Confidential Information. In the course of your employment with or provision of services to the Company, you have and will have acquired and have had access to confidential or proprietary information about the Company, including but not limited to, trade secrets, methods, models, passwords, access to computer files, financial information and records, computer software programs, agreements and/or contracts between the Company and its vendors and suppliers, the Company’s merchandising, marketing and/or creative policies, practices, concepts, strategies, and methods of operations, inventory, pricing and price change strategies, possible new product lines, future merchandise designs, patterns, fabrication or fit information, internal policies, pricing policies and procedures, cost estimates, employee lists, training manuals, financial or business projections, unannounced financial data such as sales, earnings or capital requirements, possible mergers, acquisitions or joint ventures and information about or received from vendors and other companies with which the Company does business. The foregoing shall be collectively referred to as “Confidential Information.” You are aware that the Confidential Information is not readily available to the public. You agree that during your employment or provision of services and for a period of three (3) years thereafter, you will keep confidential and not disclose the Confidential Information to anyone or use it for your own benefit or for the benefit of others, except in performing your duties as our employee or agent. You agree that this restriction shall apply whether or not any such information is marked “confidential.” All memoranda, disks, files, notes, records or other documents, whether in electronic form or hard copy (collectively, the “material”) compiled by you or made available to you during your employment (whether or not the material contains confidential information) are the property of the Company and shall be delivered to the Company on the termination of your employment or at any other time upon request. Except in connection with your employment, you agree that you will not make or retain copies or excerpts of the material.
Agreement Not to Disclose Confidential Information. While employed by the Company and thereafter, you shall not, directly or indirectly, use any Confidential Information (as hereinafter defined) other than pursuant to your employment by and for the benefit of the Company, or disclose to anyone outside of the Company any such Confidential Information. The term "Confidential Information" as used throughout this Agreement shall mean all trade secrets, proprietary information, inventions and developments, including customer lists, business plans, and all other data or information (and any tangible evidence, record or representation thereof), whether prepared, conceived or developed by an employee of the Company (including you) or received by the Company from an outside source, which is in the possession of the Company and which is maintained in confidence by the Company or which might permit the Company or its clients or customers (hereinafter collectively referred to as "Clients") to obtain a competitive advantage over competitors who do not have access to such trade secrets, proprietary information, or other data or information. This provision does not apply to any Confidential Information that the Company has voluntarily disclosed to the public or that has otherwise legally entered the public domain. You understand that the Company from time to time has in its possession information which is claimed by others to be proprietary and which the Company has agreed to keep confidential. You agree that all such information shall be Confidential Information for purposes of this Agreement.
Agreement Not to Disclose Confidential Information. (i) Consultant acknowledges he has read and understands the Company’s Consultant Confidentiality Agreement (“Confidentiality Agreement”), which is attached hereto as Exhibit “A” and is incorporated by reference as part of this Agreement. Consultant will hold all Confidential Information (as that term is defined by the Confidentiality Agreement) in trust and confidence. In this regard, during and subsequent to the Engagement Period, Consultant will be bound by, and comply with, the Confidentiality Agreement. Consultant shall use Confidential Information only for the purposes contemplated in connection with Consultant’s engagement by the Company and for the sole benefit of the Company; shall not use Confidential Information for any other purpose; and shall not disclose or cause to be disclosed Confidential Information to any employee, consultant, or third party, except as required in the course and scope of Consultant’s engagement by the Company and only if the employee, consultant, or third party has executed a confidentiality agreement with the Company. Consultant further acknowledges that the Confidentiality Agreement may be amended from time to time, and as such this paragraph survives and applies to all such amendments.
(ii) Failure of any Confidential Information to be marked or otherwise labeled as confidential or proprietary information shall not affect its status as Confidential Information.
(iii) All Confidential Information and other materials relating in any way to any Confidential Information shall be and remain the Company’s sole property during and after the Engagement Period.
(iv) Consultant will not copy or duplicate, or permit to be copied or duplicated, any Confidential Information or other materials relating in any way to Confidential Information, other than as necessary to fulfill his obligations to the Company, without the express prior written consent of the Company.
(v) Consultant shall take all reasonable steps needed or requested by the Company to ensure that all Confidential Information is kept confidential.
(vi) Upon demand by the Company, Consultant will immediately return all Confidential Information, including any notes and other materials related thereto, to the Company and will represent to the Company in writing at such time that he has complied with the provisions of this subparagraph.
Agreement Not to Disclose Confidential Information. Executive will not directly or indirectly (i) use any Confidential Information, except as necessary to properly perform Executive’s duties and responsibilities to Volcon pursuant to this Agreement, (ii) disclose any Confidential Information in any manner to any person or entity who is not a director, manager, officer, employee, consultant, representative, agent, or legal counsel of Volcon or its affiliates, or (iii) disclose any Confidential Information in any manner to any other person or entity unless previously authorized in writing by the Board. The restrictions set forth in this paragraph 8(b) will not apply to disclosures made in compliance with the Defend Trade Secrets Act of 2016 (the “DTSA”), 18 U.S.C. § 1833(b). The DTSA provides in relevant part: An individual will not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that—(A) is made—(i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Executive acknowledges that (i) Executive has a right to disclose in confidence trade secrets to federal, state, or local government officials, or to an attorney, for the sole purpose of reporting or investigating a suspected violation of law, (ii) Executive has a right to disclose trade secrets in a complaint or other document filed in a lawsuit or other proceeding so long as the document is filed under seal and Executive otherwise does not disclose such trade secrets, except pursuant to court order, (iii) nothing in this Agreement conflicts with the DTSA or creates liability for disclosures allowed under the DTSA, and (iv) nothing in this Agreement restricts or prohibits Executive from filing a charge or complaint with, contacting, or cooperating with an investigation conducted by a government agency, or making disclosures or giving truthful testimony as required by law or valid legal process, such as by a subpoena or court order.
Agreement Not to Disclose Confidential Information. While employed by the Company and thereafter, you shall not, directly or indirectly, use any Confidential Information (as hereinafter defined) other than pursuant to your employment by and for the benefit of the Company, or disclose to anyone outside of the Company any such Confidential Information, without (i) the prior written consent of the Company or (ii) as may be otherwise required by law or legal process, provided however that before making any such disclosure pursuant to clause (ii) you first give written notice of the intended disclosure to the Company within a reasonable time prior to the time when disclosure is to be made, and exercise best efforts, in cooperation with the Company, to obtain confidential treatment for such Confidential Information. The term "Confidential Information" as used throughout this Agreement shall mean all trade secrets, proprietary information, inventions and developments, including customer lists, business plans, and all other data or information (and any tangible evidence, record or representation thereof), whether prepared, conceived or developed by an employee of the Company (including you) or received by the Company from an outside source, which is in the possession of the Company and which is maintained in confidence by the Company or which might permit the Company or its clients or customers (hereinafter collectively referred to as ""Clients'') to obtain a competitive advantage over competitors who do not have access to such trade secrets, proprietary information, or other data or information. This provision does not apply to any Confidential Information that the Company has voluntarily disclosed to the public or that has otherwise legally entered the public domain. You understand that the Company from time to time has in its possession information which is claimed by others to be proprietary and which the Company has agreed to keep confidential. You agree that all such information shall be Confidential Information for purposes of this Agreement.
Agreement Not to Disclose Confidential Information. All Confidential Information received, obtained or produced by Executive while employed by the Company is confidential to and shall remain the sole and exclusive property of the Company. During the term of Executive's employment by the Company and for so long after Termination as the Confidential Information continues to qualify as such, Executive shall hold all Confidential Information in trust and strictest confidence and shall not use, reproduce, distribute, disclose or otherwise disseminate Confidential Information to or on behalf of a third party without the prior express, written consent of the Company. Executive may in no event take any action causing or fail to take action necessary in order to prevent any Confidential Information to lose its confidential character or cease to qualify as Confidential Information. This provision shall not be construed to prohibit Executive from disclosing (a) information that arises from Executive’s general training, knowledge, skill or experience, whether gained through Executive’s employment with the Company or otherwise; or (b) information that the Executive has a right to disclose as legally protected conduct.
Agreement Not to Disclose Confidential Information. Beginning on the Closing Date, each of Seller and Owners agrees to retain the Confidential Information it is or becomes aware of in absolute confidence; not to use or exploit the Confidential Information in any way; and not to disclose the Confidential Information directly or indirectly to any person or organization at any time unless Purchaser gives its express written consent to disclosure; provided, however, that Seller and Owners shall be under no such obligation as to information which (a) at the time of disclosure by Seller or Owners is already properly within the public domain, (b) is independently made available to Seller or Owners in good faith by a third party who is not bound by a confidentiality agreement with Purchaser and/or any Affiliate of Purchaser, or (c) is required to be disclosed by legal process or proceeding or in connection with completion of financial statements and filing of tax returns by Seller or Owners.
Agreement Not to Disclose Confidential Information. (i) XxXxxxxxxx will not, without the prior written consent of the Company, directly or indirectly use or disclose Confidential Information for the benefit of anyone other than the Company, either during or after the Consultancy Period or during or after the time of his employment with the Company. XxXxxxxxxx will hold secret and confidential all Confidential Information of the Company concerning which XxXxxxxxxx has acquired knowledge or information during the Consultancy Period or during the time of his employment with the Company. XxXxxxxxxx will not disregard his obligations of confidence by using any trade secret or other confidential business and/or technical information of which he becomes informed during the Consultancy Period or was informed during his employment to guide him in a search of publications or other publicly available information, selecting a series of items of knowledge from unconnected sources, and fitting them together to claim that he did not violate any agreements set forth in this Agreement.
(ii) In addition to the foregoing, in no event shall Confidential Information be used by XxXxxxxxxx or any of XxXxxxxxxx'x affiliates (as defined in Section 13) in connection with purchases or sales of, or trading in, any securities of the Company, including but not limited to direct or indirect purchases or sales, offers or agreements to purchase or sell, or rights or options to purchase or sell any such securities. XxXxxxxxxx acknowledges that he is aware of his responsibilities under United States federal and state securities laws with respect to trading in securities while in possession of material non-public information obtained from the issuer of such securities and with respect to providing such information to other persons who purchase or sell securities of such issuer.
Agreement Not to Disclose Confidential Information. I acknowledge that the business and services of the American Library Association and its divisions, subsidiaries and related entities (“ALA”) are highly specialized and that the following information is not generally known, is highly confidential and constitutes trade secrets: possible acquisitions, mergers, or new ventures; development plans or introduction plans for products or services; unannounced products or services; operations costs; pricing of products or services; research and development; personnel information; service and distribution procedures and process; customer lists; any – know how relating to the design, manufacture, and marketing of ALA’s services and products, including components and parts thereof; non-public information concerning ALA’s agents, vendors, contractors, customers and potential customers; non-public financial information, business and marketing plans, pricing and price lists; non-public matters relating to employee benefit plans; quotations or proposals given to agents or customers or received from suppliers’ documenting relating to ALA’s legal rights and obligations; the work product of any attorney employed by or retained by XXX; and any other information which is sufficiently secret to derive economic value from not being generally known.
