Agreement to Maintain Confidentiality. (a) As used in this Agreement, “Confidential Information” shall include all confidential and proprietary information of Nucor, including, without limitation, any of the following information to the extent not generally known to third persons: financial and budgetary information and strategies; plant design, specifications, and layouts; equipment design, specifications, and layouts; product design and specifications; manufacturing processes, procedures, and specifications; data processing or other computer programs; research and development projects; marketing information and strategies; customer lists; vendor lists; information about customer preferences and buying patterns; information about prospective customers, vendors and prospective vendors, or business opportunities; information about Nucor’s costs and the pricing structure used in sales to customers; information about Nucor’s overall corporate business strategy; and technological innovations used in Nucor’s business, to the extent that such information does not fall within the definition of Secret Information.
Agreement to Maintain Confidentiality. (a) Without the Company’s prior consent, Employee shall not divulge any confidential business information, and he agrees and covenants that all confidential business information regarding the Company’s business practices and processes, its marketing plans and methods, its operations analyses and software, customer and client lists and identities, however developed or generated, as well as information concerning customer preferences and current or prospective business opportunities, its financial and budgetary information, business development ideas and strategies, and its other trade information, trade secrets, know-how, and other information regarding the Company’s affairs (“Confidential Business Information”) has been and will continue to be received and held by Employee in the strictest confidence. Employee agrees not to divulge to any other person or use for his personal benefit or for the benefit of any other person, any such Confidential Business Information, except insofar as that person has a need to know such Confidential Business Information in the ordinary course of the Company’s business and for its benefit. Employee further agrees that, upon expiration of the Term, or upon earlier termination of the Agreement, regardless of reason or by whom terminated, he will not exploit and will surrender to the Company any and all documents, records and rights, in whatever form, that may be in his possession or control containing any such Confidential Business Information, as well as any and all other property that may belong to the Company, including, without limitation, computer hardware and software, pagers, PDAs, Blackberries, cell phones and other electronic equipment, notes, reports, studies and all electronically stored information.
(b) For purposes of this Agreement, information shall not be deemed to constitute “Confidential Business Information” to the extent that the information (i) is in the public domain, or hereafter becomes generally known or available outside the Company through no action or omission on the part of Employee in violation of this Agreement, (ii) is furnished to any person by the Company without restriction on disclosure, (iii) becomes known to Employee from a source other than the Company, without a breach of any obligation hereunder, (iv) is required to be disclosed by law (in which case Employee will give prompt written notice to the Company of any such required disclosure to the extent such notice would not be prohibited b...
Agreement to Maintain Confidentiality. (a.) Except as otherwise provided in this Agreement, during Employee's employment with Nucor and at all times after the termination of Employee's employment, Employee covenants and agrees to treat as confidential and not to negligently or intentionally disclose, and to use only for the advancement of the interests of Nucor, all Confidential Information submitted to the Employee or received, compiled, developed, designed, produced, accessed, or otherwise discovered by the Employee from time to time while employed by Nucor. Employee will not disclose or divulge the Confidential Information to any person, entity, firm or company whatsoever or use the Confidential Information for Employee's own benefit or for the benefit of any person, entity, firm or company other than Nucor.
(b.) Employee specifically acknowledges that the Confidential Information, whether reduced to writing or maintained in the mind or memory of Employee, and whether compiled or created by Employee, Nucor, or any of its affiliates or customers, derives independent economic value from not being readily known to or ascertainable by proper means by others who could obtain economic value from the disclosure or use of the Confidential Information. Employee also acknowledges that reasonable efforts have been put forth by Nucor to maintain the secrecy of the Confidential Information, that the Confidential Information is and will remain the sole property of Nucor or any of its affiliates or customers, as the case may be, and that any retention and/or use of Confidential Information during or after the termination of Employee's employment with Nucor (except in the regular course of performing his duties hereunder) will constitute a misappropriation of the Confidential Information belonging to Nucor.
(c.) Employee's obligations under this Section 10 will survive termination of his employment and will continue indefinitely. For purposes of this Section, information shall not be deemed to be "Confidential Information" to the extent that the information (i) is in the public domain, or hereafter becomes generally known or available through no action or omission on the part of Employee; (ii) is furnished to any person by Nucor without restriction on disclosure; (iii) becomes known to the Employee from a source other than Nucor, without a breach of any agreement with Nucor and without any restriction on disclosure; (iv) is required to be disclosed by judicial action, provided, however, that prompt notice o...
Agreement to Maintain Confidentiality. (a) Each Seller hereby expressly represents and warrants that it has or may have knowledge of certain Proprietary Information included within the Intellectual Property being assigned to Buyer pursuant to this Agreement. Each Seller acknowledges and agrees that all such Proprietary Information is confidential and proprietary and that a substantial portion of the Purchase Price is being paid for such Proprietary Information. Each Seller acknowledges and agrees that Buyer would be irreparably damaged if any of such Proprietary Information was disclosed to, or used or exploited on behalf of, any Person other than Buyer or any of its Affiliates. Accordingly, each Seller covenants and agrees that it shall not, and it shall use its best efforts to ensure that any other Person acting on its behalf does not, without the prior written consent of Buyer, disclose, use or exploit any such Proprietary Information, for the benefit of either Seller or of any third-party, except that each Seller may disclose, use or exploit a particular item of such Proprietary Information if and to the extent (but only if and to the extent) that such item:
(i) is or becomes publicly known or generally known through no act of either Seller in violation of this Agreement, or is obtained from a third party that may lawfully disclose such information without breaching any obligation of confidentiality applicable to such third party;
(ii) is required to be disclosed to or by Order of a Governmental Authority or a court of law or otherwise as required by law; provided that prior to any such disclosure notice of such requirement of disclosure is provided to Buyer and Buyer is afforded the reasonable opportunity to object to such disclosure;
(iii) is disclosed to the representatives of the Sellers working on the transactions contemplated by this Agreement and in such event, only to the extent necessary to evaluate or effect such transactions; or
(iv) has been publicly disclosed by Buyer after the Closing.
(b) Each Seller expressly acknowledges that the consideration paid by Buyer bears no relationship to the damages Buyer may suffer in the event of any breach of any of the covenants of Section 5.1(a), and that such covenants contain limitations that are reasonable and necessary to protect Buyer’s business interests. Each Seller hereby further acknowledges that money damages will be impossible to calculate and may not adequately compensate Buyer in connection with an actual or threatened breach by...
Agreement to Maintain Confidentiality. Purchasers and the Credit Parties agree that, except with the prior written permission of the other party, they will maintain in confidence, and will cause the directors, officers, employees, agents, and advisors of Purchasers and the Credit Parties to maintain in confidence, any written, oral, or other confidential information, knowledge or data concerning or relating to the business or financial affairs of the other parties to which such party has been or shall become privy by reason of this Agreement, discussions or negotiations relating to this Agreement, the performance of its obligations hereunder, unless (a) such information is already known to such party or is lawfully disclosed to such party by a third party that, to the knowledge of such party receiving such information, is not bound by a confidentiality agreement, or other contractual, legal or fiduciary obligation of confidentiality, or (b) such information is or becomes generally available to the public other than as a result of a breach of this Section 9.1, or (c) such information is independently developed by such party, or (d) the use of such information is necessary or appropriate in making any filing or obtaining any consent or approval required for the consummation of the transactions contemplated by this Agreement, or (e) the furnishing or use of such information is required by or necessary or appropriate in connection with legal proceedings. Notwithstanding the foregoing, each Purchaser may disclose such confidential information to actual or potential partners or members of such Purchaser; provided that the Purchaser disclosing such confidential information shall be liable for any breach of this Section 9.1 by any such partner or member.
Agreement to Maintain Confidentiality. Both parties shall take all reasonable steps to ensure that it and its agents maintain the confidentiality of the Confidential Information of the other party.
Agreement to Maintain Confidentiality. Executive will at all times keep confidential all of AMCORE's proprietary and/or confidential information and trade secrets that he may have learned at any time during the course of his employment. Executive shall not communicate or divulge such information to any other person, other than as specifically directed or permitted by AMCORE. Executive understands and agrees that all files, records or other documents containing such proprietary or confidential information and trade secrets shall remain the exclusive property of AMCORE. Executive agrees that the types of information covered by these restrictions include without limitation strategic plans, marketing plans, and market analyses.
Agreement to Maintain Confidentiality. The undersigned understands and agrees that, in connection with the undersigned’s service to AHIMA as a Director, the undersigned will be exposed to highly confidential information regarding AHIMA and its activities, including but not limited to strategic plans, financial reports, audit results, internal memoranda, and other materials, records, minutes, or data of a confidential nature (collectively, the “Confidential Information”). In order to protect the Confidential Information, the undersigned hereby promises not to make copies of, discuss, disclose, or otherwise disseminate, or assist or permit others to copy, discuss, disclose, or otherwise disseminate, any Confidential Information, and not to use the Confidential Information for any purpose whatsoever except directly in connection with the undersigned’s service to AHIMA. Further, the undersigned understands and agrees that the above promise of confidentiality will be in effect from the date the undersigned is elected, appointed, or engaged to serve in his or her AHIMA position, The undersigned acknowledges that a breach of this promise of confidentiality could result in irreparable damage to AHIMA and the public for which a remedy at law will be inadequate, and the undersigned agrees that this promise may be enforced by an injunction. The undersigned agrees to pay all of AHIMA’s costs and expenses, including attorneys’ fees, if AHIMA brings an action against the undersigned for breach of this confidentiality promise and prevails in such action. Initials _
Agreement to Maintain Confidentiality. Except as otherwise provided in Article I above, Seller covenants and warrants that no other person has had any knowledge obtained through him of the Property except under a properly effected Confidentiality Agreement. Seller and Purchaser agree that they will at all times hereafter preserve the secrecy of the Property and not disclose any confidential information pertaining to the property to any person not expressly authorized by Purchaser in writing and Seller will not make or permit to have made any unauthorized use or disclosure of the Property.
Agreement to Maintain Confidentiality. Employee covenants and agrees that while Employee is employed by Blue Buffalo and following termination of that employment for any reason, all Confidential Information of Blue Buffalo shall be regarded as confidential to, proprietary to, and in the nature of trade secrets of Blue Buffalo, and Employee agrees not to (i) disclose any Confidential Information to any third party except as authorized by Blue Buffalo; (ii) use any Confidential Information for Employee’s own benefit or for the benefit of any other person, or in any way that would be detrimental to Blue Buffalo’s business; or (iii) remove Confidential Information from Blue Buffalo’s premises without the prior written consent of the President of Blue Buffalo. Employee agrees at all times to follow such procedures as are adopted by Blue Buffalo from time to time to protect its Confidential Information from unwanted disclosure, and, in any event, to exercise such care as is reasonable under the circumstances to protect the Confidential Information from unwanted disclosure.
