Common use of Agreements of Employee Clause in Contracts

Agreements of Employee. In consideration of the compensation and benefits to be paid or provided to Employee by Employer under this Agreement, so long as Employer is not in default of this agreement and has not cured the default within a 10-day period, Employee covenants as follows: (i) During the term of employment and subsequent one-year period, Employee will hold in confidence the Confidential Information and will not disclose it to any person except with the specific prior written consent of Employer or except as otherwise expressly permitted by the terms of this Agreement. (ii) Any trade secrets of Employer shall be accorded all protections and benefits available under applicable state trade-secret law and any other applicable law. (iii) None of the foregoing obligations and restrictions applies to any part of the Confidential Information that Employee demonstrates was or became generally available to the public other than as a result of a disclosure by Employee. (iv) Employee will not remove from Employer's premises (except to the extent such removal is for purposes of the performance of Employee's duties at home or while traveling, or except as otherwise specifically authorized by Employer) any document, record, notebook, plan, model, component, device, or computer software or code, whether embodied in a disk or in any other form (collectively, the "Proprietary Items"). Employee recognizes that, as between Employer and Employee, all of the Proprietary Items, whether or not developed by Employee, are the exclusive property of Employer. Upon termination of this Agreement by either party, or upon the request of Employer during the Employment Period, Employee will return to Employer all of the Proprietary Items in Employee's possession or subject to Employee's control, and Employee shall not retain any copies, abstracts, sketches, or other physical embodiment of any of the Proprietary Items.

Agreements of Employee. In consideration of the compensation and benefits to be paid or provided to Employee by Employer under this Agreement, so long as Employer is not in default of this agreement and has not cured the default within a 10-day period, Employee covenants as follows: (a) Confidentiality. (i) During and following the term of employment and subsequent one-year periodTerm, Employee will hold in confidence the Confidential Information and will not disclose it to any person or entity, or use it for the benefit of Employee or any third party, except with the specific prior written consent of Employer or except as otherwise expressly permitted by the terms of this Agreement. (ii) Any trade secrets of Employer shall will be accorded entitled to all of the protections and benefits available under applicable state trade-trade secret law and any other applicable law. If any information that Employer deems to be a trade secret is found by an arbitrator or a court of competent jurisdiction not to be a trade secret for purposes of this Agreement, such information will, nevertheless, be considered Confidential Information for purposes of this Agreement. Employee hereby waives any requirement that Employer submits proof of the economic value of any trade secret or posts a bond or other security. (iii) None of the foregoing obligations and restrictions applies to any part of the Confidential Information that Employee demonstrates was or became generally available to the public other than as a result of a disclosure by Employee. (iv) Employee will not remove from Employer's ’s premises (except to the extent such removal is for purposes of the performance of Employee's duties at home or while traveling’s duties, or except as otherwise specifically authorized by Employer) any document, record, notebook, plan, model, component, computer hardware, device, or computer software or code, whether embodied in a disk or in any other form (collectively, the "“Proprietary Items"”). Employee recognizes that, as between Employer and Employee, all of the Proprietary Items, whether or not developed by Employee, are the exclusive property of Employer. Upon termination of this Agreement by either party, or upon the request of Employer during the Employment PeriodTerm, Employee will return to Employer all of the Proprietary Items in Employee's ’s possession or subject to Employee's ’s control, and Employee shall will not retain any copies, abstracts, notes, sketches, or other physical embodiment of any of the Proprietary Items. (v) Following any termination of employment with Employer, Employee will not solicit or accept any Confidential Information or Proprietary Items from any of Employer’s other employees or former employees or from any of Employer’s current or former service providers, customers, clients, directors, vendors, or representatives. (vi) Notice of Immunity under the Economic Espionage Act of 1996, as amended by the Defend Trade Secrets Act of 2016 (“DTSA”). Notwithstanding any other provision of this Agreement, Employee shall not be held criminally or civilly liable under any federal or state trade secret law for any disclosure of a trade secret that: (A) is made: (1) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (2) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. Notwithstanding any other provision of this Agreement, if Employee files a lawsuit for retaliation by Employer for reporting a suspected violation of law, Employee may disclose Employer’s trade secrets to Employee’s attorney and use the trade secret information in the court proceeding if Employee: (x) files any document containing the trade secret under seal; and (y) does not disclose the trade secret, except pursuant to court order.

Agreements of Employee. In consideration of the compensation and benefits to be paid or provided to Employee by Employer under this Agreement, so long as Employer is not in default of this agreement and has not cured the default within a 10-day period, Employee covenants as follows: (ia) During and following the term of employment and subsequent one-year periodEmployment Period, Employee will hold in confidence the Confidential Information and will not disclose it to any person except with the specific prior written consent of Employer or except as otherwise expressly permitted by the terms of this Agreement. (iib) Any trade secrets of the Employer shall Group will be accorded entitled to all of the protections and benefits available under applicable state trade-secret law the Uniform Trade Secrets Act (KRS 365.880-.900) and any other applicable law. If any information that Employer deems to be a trade secret is found by a court of competent jurisdiction not to be a trade secret for purposes of this Agreement, such information will, nevertheless, be considered Confidential Information for purposes of this Agreement. Employee hereby waives any requirement that Employer submit proof of the economic value of any trade secret or post a bond or other security. (iiic) None of the foregoing obligations and restrictions applies to any part of the Confidential Information that Employee demonstrates was or became generally available to the public other than as a result of a disclosure by Employee. (ivd) Employee will not remove from Employerthe Employer Group's premises (except to the extent such removal is for purposes of the performance of Employee's duties at home or while traveling, or except as otherwise specifically authorized by the President of Employer) any document, record, notebook, plan, model, component, device, or computer software or code, whether embodied in a disk or in any other form (collectively, the "Proprietary Items"). Employee recognizes that, as between Employer and Employee, all of the Proprietary Items, whether or not developed by Employee, are the exclusive property of Employer. Upon termination of this Agreement by either party, or upon the request of Employer during the Employment Period, Employee will return to Employer all of the Proprietary Items in Employee's possession or subject to Employee's control, and Employee shall not retain any copies, abstracts, sketches, copies or other physical embodiment of any of the Proprietary Items. (e) During the Employment Period, neither Employee nor any member of his family who resides with him shall buy, sell or beneficially own, directly or indirectly, any shares of Employer's stock.