Common use of BUSINESS SECRETS Clause in Contracts

BUSINESS SECRETS. A. Except in connection with his duties hereunder, Xxxxxx shall not, directly or indirectly, at any time from and after the date hereof, and whether or not the Employment Period has terminated, or whether or not Xxxxxx’x employment has terminated for any reason whatsoever, make any use of, exploit, disclose, or divulge to any other person, firm or corporation, any confidential information, including but not limited to, proprietary information, trade secret, business secret, documents, process, procedures, know-how, data, marketing information, marketing method, marketing means, software information, intellectual property, special arrangement, or any other confidential information concerning the business or policies of USA, or concerning USA’s customers, clients, accounts or suppliers, that Xxxxxx learned as a result of, in connection with, through his employment with, or through his affiliation with USA, whether or not pursuant to this Agreement, and whether prior to or after the date hereof, but not information that can be shown through documentary evidence to be in the public domain, or information that falls into the public domain, unless such information falls into the public domain by Xxxxxx’x direct or indirect disclosure or other acts. Xxxxxx agrees to use his best endeavors to prevent the unauthorized disclosure or publication of confidential information and not to copy nor remove confidential information from USA’s premises, whether physically or electronically, without the express written permission of USA. B. From and after the date hereof, except in connection with his duties hereunder, and for a two (2) year period following the termination of the Employment Period, or for a two (2) year period following the termination of Xxxxxx’x employment hereunder if earlier, Xxxxxx shall not solicit, or divert business from, or serve, or sell to, any customer or account of USA of which Xxxxxx is or becomes aware, or with which Xxxxxx has had personal contact as a result of, in connection with, through his employment with, or through his affiliation with USA, whether or not pursuant to this Agreement and whether prior to or after the date hereof. C. All documents, data, know-how, designs, inventions, names, marketing information, marketing method, marketing means, materials, software programs, hardware, configurations, information, data processing reports, lists and sales analyses, price lists or information, or any other materials or data of any kind furnished to Xxxxxx by USA, or by USA’s customers, clients, accounts, or suppliers, or developed by Xxxxxx on behalf of USA or at USA’s direction or for USA’s use, or otherwise devised, developed, created, or invented in connection with Xxxxxx’x employment hereunder or his affiliation with USA (whether or not during normal working hours), are and shall remain the sole and exclusive property of USA, and Xxxxxx shall have no right or interest whatsoever thereto, including but not limited to, any copyright or patent interest whatsoever. If USA requests the return of any such items (including all copies) at any time whatsoever, Xxxxxx shall immediately deliver the same to USA. D. All documents, data, know-how, designs, products, ideas, equipment, inventions, names, devices, marketing information, marketing method, marketing means, materials, software programs, hardware, configurations, information, or any other materials or data of any kind developed by Xxxxxx on behalf of USA or at its direction or for USA’s use, or otherwise devised, developed, created, or invented in connection with Xxxxxx’x employment with USA or Xxxxxx’x affiliation with USA (whether or not during normal working hours), and whether before or after the date of this Agreement, are and shall remain the sole and exclusive property of USA, and Xxxxxx agrees to apprise USA of the existence of such, and Xxxxxx does not and shall not have any right, title, or interest whatsoever thereto. Xxxxxx hereby acknowledges that all such rights to intellectual property shall belong exclusively to USA and not to Xxxxxx. Any and all rights of ownership in connection with any of the foregoing shall belong solely to USA, and all copyright, patent, trademark, or similar rights or interests shall be the sole and exclusive property of USA. Xxxxxx hereby assigns, transfers, and conveys to USA all of Xxxxxx’x right, title and interest in and to any and all such inventions, discoveries, improvements, modifications and other intellectual property rights to effectuate, confirm, or evidence such assignment, transfer and conveyance, including but not limited to, executing and delivering any and all applicable forms, documents, or applications required under any applicable copyright, patent, trademark, or other law, rule or regulation. E. At any and all times from and after the date hereof, and for a two (2) year period following the termination of Xxxxxx’x employment with USA for any reason whatsoever, Xxxxxx shall not (a) directly or indirectly, attempt to hire, or hire, any person employed by USA; or (b) directly or indirectly, interfere with USA’s relations with any person employed by it.

BUSINESS SECRETS. A. Except in connection with his duties hereunder, Xxxxxx Xxxxxxx shall not, directly or indirectly, at any time from and after the date hereof, and whether or not the Employment Period has terminated, or whether or not Xxxxxx’x Herbert’s employment has terminated for any reason whatsoever, make any use of, exploit, disclose, or divulge to any other person, firm or corporation, any confidential information, including but not limited to, proprietary information, trade secret, business secret, documents, process, procedures, know-how, data, marketing information, marketing method, marketing means, software information, intellectual property, special arrangement, or any other confidential information concerning the business or policies of USA, or concerning USA’s customers, clients, accounts or suppliers, that Xxxxxx Xxxxxxx learned as a result of, in connection with, through his employment with, or through his affiliation with USA, whether or not pursuant to this Agreement, and whether prior to or after the date hereof, but not information that can be shown through documentary evidence to be in the public domain, or information that falls into the public domain, unless such information falls into the public domain by Xxxxxx’x Herbert’s direct or indirect disclosure or other acts. Xxxxxx Xxxxxxx agrees to use his best endeavors to prevent the unauthorized disclosure or publication of confidential information and not to copy nor remove confidential information from USA’s premises, whether physically or electronically, without the express written permission of USA. B. From and after the date hereof, except in connection with his duties hereunder, and for a two (2) year period following the termination of the Employment Period, or for a two (2) year period following the termination of Xxxxxx’x Herbert's employment hereunder if earlier, Xxxxxx Xxxxxxx shall not solicit, or divert business from, or serve, or sell to, any customer or account of USA of which Xxxxxx Xxxxxxx is or becomes aware, or with which Xxxxxx Xxxxxxx has had personal contact as a result of, in connection with, through his employment with, or through his affiliation with USA, whether or not pursuant to this Agreement and whether prior to or after the date hereof. C. All documents, data, know-how, designs, inventions, names, marketing information, marketing method, marketing means, materials, software programs, hardware, configurations, information, data processing reports, lists and sales analyses, price lists or information, or any other materials or data of any kind furnished to Xxxxxx Xxxxxxx by USA, or by USA’s customers, clients, accounts, or suppliers, or developed by Xxxxxx Xxxxxxx on behalf of USA or at USA’s 's direction or for USA’s 's use, or otherwise devised, developed, created, or invented in connection with Xxxxxx’x Herbert's employment hereunder or his affiliation with USA (whether or not during normal working hours), are and shall remain the sole and exclusive property of USA, and Xxxxxx Xxxxxxx shall have no right or interest whatsoever thereto, including but not limited to, any copyright or patent interest whatsoever. If USA requests the return of any such items (including all copies) at any time whatsoever, Xxxxxx Xxxxxxx shall immediately deliver the same to USA. D. All documents, data, know-how, designs, products, ideas, equipment, inventions, names, devices, marketing information, marketing method, marketing means, materials, software programs, hardware, configurations, information, or any other materials or data of any kind developed by Xxxxxx Xxxxxxx on behalf of USA or at its direction or for USA’s 's use, or otherwise devised, developed, created, or invented in connection with Xxxxxx’x Herbert’s employment with USA or Xxxxxx’x Herbert’s affiliation with USA (whether or not during normal working hours), and whether before or after the date of this Agreement, are and shall remain the sole and exclusive property of USA, and Xxxxxx Xxxxxxx agrees to apprise USA of the existence of such, and Xxxxxx Xxxxxxx does not and shall not have any right, title, or interest whatsoever thereto. Xxxxxx Xxxxxxx hereby acknowledges that all such rights to intellectual property shall belong exclusively to USA and not to XxxxxxXxxxxxx. Any and all rights of ownership in connection with any of the foregoing shall belong solely to USA, and all copyright, patent, trademark, or similar rights or interests shall be the sole and exclusive property of USA. Xxxxxx Xxxxxxx hereby assigns, transfers, and conveys to USA all of Xxxxxx’x Herbert’s right, title and interest in and to any and all such inventions, discoveries, improvements, modifications and other intellectual property rights to effectuate, confirm, or evidence such assignment, transfer and conveyance, including but not limited to, executing and delivering any and all applicable forms, documents, or applications required under any applicable copyright, patent, trademark, or other law, rule or regulation. E. At any and all times from and after the date hereof, and for a two (2) year period following the termination of Xxxxxx’x Herbert’s employment with USA for any reason whatsoever, Xxxxxx Xxxxxxx shall not (a) directly or indirectly, attempt to hire, or hire, any person employed by USA; or (b) directly or indirectly, interfere with USA’s 's relations with any person employed by it.

BUSINESS SECRETS. A. Except in connection with his duties hereunder, Xxxxxx Xxxxxxx shall not, directly or indirectly, at any time from and after the date hereof, and whether or not the Employment Period has terminated, or whether or not Xxxxxx’x Herbert’s employment has terminated for any reason whatsoever, make any use of, exploit, disclose, or divulge to any other person, firm or corporation, any confidential information, including but not limited to, proprietary information, trade secret, business secret, documents, process, procedures, know-how, data, marketing information, marketing method, marketing means, software information, intellectual property, special arrangement, or any other confidential information concerning the business or policies of USA, or concerning USA’s customers, clients, accounts or suppliers, that Xxxxxx Xxxxxxx learned as a result of, in connection with, through his employment with, or through his affiliation with USA, whether or not pursuant to this Agreement, and whether prior to or after the date hereof, but not information that can be shown through documentary evidence to be in the public domain, or information that falls into the public domain, unless such information falls into the public domain by Xxxxxx’x Herbert’s direct or indirect disclosure or other acts. Xxxxxx Xxxxxxx agrees to use his best endeavors to prevent the unauthorized disclosure or publication of confidential information and not to copy nor remove confidential information from USA’s premises, whether physically or electronically, without the express written permission of USA. B. From and after the date hereof, except in connection with his duties hereunder, and for a two (2) year period following the termination of the Employment Period, or for a two (2) year period following the termination of Xxxxxx’x Herbert’s employment hereunder if earlier, Xxxxxx Xxxxxxx shall not solicit, or divert business from, or serve, or sell to, any customer or account of USA of which Xxxxxx Xxxxxxx is or becomes aware, or with which Xxxxxx Xxxxxxx has had personal contact as a result of, in connection with, through his employment with, or through his affiliation with USA, whether or not pursuant to this Agreement and whether prior to or after the date hereof. C. All documents, data, know-how, designs, inventions, names, marketing information, marketing method, marketing means, materials, software programs, hardware, configurations, information, data processing reports, lists and sales analyses, price lists or information, or any other materials or data of any kind furnished to Xxxxxx Xxxxxxx by USA, or by USA’s customers, clients, accounts, or suppliers, or developed by Xxxxxx Xxxxxxx on behalf of USA or at USA’s direction or for USA’s use, or otherwise devised, developed, created, or invented in connection with Xxxxxx’x Herbert’s employment hereunder or his affiliation with USA (whether or not during normal working hours), are and shall remain the sole and exclusive property of USA, and Xxxxxx Xxxxxxx shall have no right or interest whatsoever thereto, including but not limited to, any copyright or patent interest whatsoever. If USA requests the return of any such items (including all copies) at any time whatsoever, Xxxxxx Xxxxxxx shall immediately deliver the same to USA. D. All documents, data, know-how, designs, products, ideas, equipment, inventions, names, devices, marketing information, marketing method, marketing means, materials, software programs, hardware, configurations, information, or any other materials or data of any kind developed by Xxxxxx Xxxxxxx on behalf of USA or at its direction or for USA’s use, or otherwise devised, developed, created, or invented in connection with Xxxxxx’x Herbert’s employment with USA or Xxxxxx’x Herbert’s affiliation with USA (whether or not during normal working hours), and whether before or after the date of this Agreement, are and shall remain the sole and exclusive property of USA, and Xxxxxx Xxxxxxx agrees to apprise USA of the existence of such, and Xxxxxx Xxxxxxx does not and shall not have any right, title, or interest whatsoever thereto. Xxxxxx Xxxxxxx hereby acknowledges that all such rights to intellectual property shall belong exclusively to USA and not to XxxxxxXxxxxxx. Any and all rights of ownership in connection with any of the foregoing shall belong solely to USA, and all copyright, patent, trademark, or similar rights or interests shall be the sole and exclusive property of USA. Xxxxxx Xxxxxxx hereby assigns, transfers, and conveys to USA all of Xxxxxx’x Herbert’s right, title and interest in and to any and all such inventions, discoveries, improvements, modifications and other intellectual property rights to effectuate, confirm, or evidence such assignment, transfer and conveyance, including but not limited to, executing and delivering any and all applicable forms, documents, or applications required under any applicable copyright, patent, trademark, or other law, rule or regulation. E. At any and all times from and after the date hereof, and for a two (2) year period following the termination of Xxxxxx’x Herbert’s employment with USA for any reason whatsoever, Xxxxxx Xxxxxxx shall not (a) directly or indirectly, attempt to hire, or hire, any person employed by USA; or (b) directly or indirectly, interfere with USA’s relations with any person employed by it.