Company’s Confidential Information. During the course of performing Executive’s duties as a Company employee, Executive was exposed to and acquired Company’s Confidential Information. As used herein, “Confidential Information” refers to any and all information of a confidential, proprietary, or trade secret nature that is maintained in confidence by Company for the protection of its business. Confidential Information includes, but is not limited to, Company’s information about or related to (i) any current or planned products, (ii) research and development or investigations related to prospective products, (iii) proprietary software and systems, (iv) suppliers or customers, (v) cost information, profits, sales information, and accounting and unpublished financial information, (vi) business and marketing plans and methods, and (vii) any other information not generally known to the public that, if misused or disclosed to a competitor, could reasonably be expected to adversely affect the Company.
Company’s Confidential Information. Employee agrees that all of Company’s Confidential Information, whatever its nature and/or form and whether obtained by Employee orally, by observation, by exposure to customers or other persons, from written materials or otherwise, shall at all times be the exclusive and confidential property of Company and shall be at all times regarded, treated and protected as such by Employee in accordance with the Agreements. Further, Employee agrees that Company’s Confidential Information shall be deemed to have been provided by Company to Employee, in confidence, irrespective of whether or not Company provided same to Employee or whether prepared, discovered, developed or contributed to, wholly or in part, by Employee or any other individual or entity during Employee’s employment with Company or prior to such employment with Company. Employee agrees that such Confidential Information is not only the proprietary and protectable property of Company, but that it shall be treated and kept as secret by Employee at all times and any unauthorized use and/or disclosure of same, or any part thereof, will constitute a breach(es) of the Agreements and will constitute a breach(es) of Employee’s fiduciary duty to Company regarding the Confidential Information and will constitute a breach(es) of the confidential relationship between Company and Employee regarding the Confidential Information. Employee agrees that all of Company’s Confidential Information, including but not limited to, the specific items listed in this Section 3, below, is not known to Company’s competitors and such competitors do not use such specific information in their business. Employee further agrees that none of the specific items listed in this Section 3, below, are matters of public knowledge or of general knowledge in the industry in which Company conducts its business; Employee agrees that none of such specific items are readily ascertainable by any competitor of Company by reasonable and ordinary means; Employee agrees that Company’s Confidential Information is proprietary to, about or created by Company and gives Company some competitive business advantage or the opportunity of obtaining such advantage. Employee agrees that the unauthorized disclosure or use of Company’s Confidential Information will be detrimental to the interests of Company. Employee agrees that Company’s Confidential Information is not typically disclosed by Company to, or known by third parties who are not employed by Company or ...
Company’s Confidential Information. During the course of performing Executive’s duties as a Company employee, Executive was exposed to and acquired Confidential Information. As used herein, “Confidential Information” refers to any and all information of a confidential, proprietary, or trade secret nature that is maintained in confidence by Company for the protection of its business. Confidential Information includes, but is not limited to, Company information about or related to (i) any current or planned products; (ii) research and development or investigations related to prospective products; (iii) proprietary software, inventions, and systems; (iv) suppliers or customers; (v) cost information, profits, sales information, and accounting and unpublished financial information; (vi) business and marketing plans and methods; (vii) any other information not generally known to the public that, if misused or disclosed to a competitor, could reasonably be expected to adversely affect the Company; (viii) any confidential information related to any client, customer, vendor or supplier of the Company; and (ix) financial, technical, sales, marketing, promotional, manufacturing, development and personnel information, customer and prospective customer lists, supplier and prospective supplier lists, Trade Secrets, designs, product formulations, product specifications, terms of arrangements with clients, customers, vendors or suppliers, training, service and business manuals, training courses and other training and instructional materials, other proprietary information valuable to the operation of the Company and any other information related to the Company that the Company or its affiliates considered or considers to be, and treated or treats as confidential, and all notes, analyses, compilations, summaries, extracts, studies, interpretations or other materials that contain, reflect or are based upon, in whole or in part, any such information, however recorded or preserved, whether written, maintained in the mind or memory of Executive or oral and regardless of whether or not specifically marked as confidential; provided, however, that Confidential Information does not include information that was, is now, or becomes generally available to the public (but not as a result of a breach of any duty of confidentiality by Executive).
Company’s Confidential Information. Unauthorized disclosure of the Company’s Confidential Information, either to outsiders, including temporary workers or to co-employees who do not have a legitimate need to know of it, could irreparably harm the Company and subject it to significant competitive disadvantage. To protect the Company’s Confidential Information, the Executive will not:
(A) disclose it to any co-worker, unless he/she has a business need to know of it;
(B) disclose it to any non-employee for any reason; and
(C) use it for the Executive’s own benefit or profit. This restriction shall not apply to Confidential Information that:
(A) a Company officer authorizes the Executive, in writing, to release;
(B) is or becomes public knowledge through no fault of the Executive;
(C) is made lawfully available to the Executive by an independent third party (provided there is no agreement between the Company and that third party which obligates the Company’s employees to keep it in confidence);
(D) the Executive lawfully already knew of when the Executive received it from the Company and the Executive can demonstrate such prior knowledge; or
(E) the Executive is required by law, regulation, rule, act or order of any governmental authority or agency to disclose, provided however, that the Executive gives the Company sufficient advance written notice to permit it to take appropriate lawful recourse to protect its interests.
Company’s Confidential Information. Employee represents that he has complied with and Employee agrees that he continues to be bound by his commitments and obligations in the Confidentiality, Proprietary Information And Inventions Assignment, And Non-Compete Agreement (“Confidentiality Agreement”) entered into on December 2, 2006.
Company’s Confidential Information. The Parties agree that COMPANY has developed, at its own expense, valuable technical and non-technical business and trade secrets, and other confidential information including, without limitation, information pertaining to the Products and Services, written materials, know-how, processes, and techniques (including computer software and related products), marketing strategies and related data, CLIENT lists, financial information (including prices under this Agreement), and personnel; these all constitute “Confidential Information” under this Agreement. COMPANY has protected the disclosure and release of Confidential Information to third persons and intends that the information continue to be kept confidential. To this end, any Confidential Information which may be disclosed to CLIENT as part of the Products and Services does not constitute a waiver for the release or disclosure of the Confidential Information by CLIENT to any other party or entity without the express, prior written consent of COMPANY.
Company’s Confidential Information. Executive acknowledges and agrees that she has had and will have during the term of her employment with Company, access to trade secrets and other confidential information unique to Company's business and that the disclosure or unauthorized use of such trade secrets or confidential information by Executive will injure Company's business. Therefore, Executive agrees that Executive has not and shall not, at any time during or after the termination of Executive's employment, use, reveal or divulge any Trade Secrets (as defined under applicable state law). Executive further agrees that Executive shall not, during her employment or for a period of five years thereafter, use, reveal or divulge any other confidential information, including customer information, financial information, business plans, pricing information, technical or scientific data, or other information which Company deems to be confidential and/or commercially sensitive.
Company’s Confidential Information a. With the exception of its employees, the Company considers its most valuable assets to be its trade secrets and other confidential business information such as its insured and agent lists, any and all Company financial records known or considered to be non-public information, current and future sales and marketing plans, including distribution, advertising, underwriting, files, business relationships and accounts, customer lists and information, computer software and hardware, information relating to the Company's programs, activities, projects and services, or any other materials relating to
b. The parties recognize Employee may take part in attaining and developing, and/or otherwise will have access to Company's Confidential Information in the course of Employee's employment with Company.
c. The parties further recognize protecting Company's Confidential Information from disclosure to others not only benefits Company, but also benefits all Company employees who remain in Company's employ, as their livelihood is dependent upon the preservation of Company's Business.
Company’s Confidential Information. Xx. Xxxxxxxx acknowledges and agrees that:
Company’s Confidential Information. 13.1 The Customer shall maintain the confidentiality of Company’s Confidential Information and shall not without the prior written consent of DigitalTCO, disclose, copy or modify Company’s Confidential Information (or permit others to do so) other than as necessary for the performance of the Customer’s express rights and obligations under the Agreement.
13.2 The Customer undertakes to:
13.2.1 disclose Company’s Confidential Information only to those of its officers, employees, agents and contractors to whom, and to the extent to which, such disclosure is necessary for the purposes contemplated under the Agreement;
13.2.2 procure that such persons are made aware of and agree in writing to observe the obligations in this clause 13; and
13.2.3 be responsible for the acts and omissions of those third parties referred to in this clause 13.2 as if they were the Customer’s own acts or omissions.
13.3 The Customer shall give notice to DigitalTCO of any unauthorised use, disclosure, theft or loss of Company’s Confidential Information immediately upon becoming aware of the same.
13.4 The provisions of this clause 13 shall not apply to information which:
13.4.1 is or comes into the public domain through no fault of the Customer or any officers, employees, agents or contractors;
13.4.2 is lawfully received by the Customer from a third party free of any obligation of confidence at the time of its disclosure;
13.4.3 is independently developed by the Customer, without access to or use of Company’s Confidential Information; or
13.4.4 is required by law, by court or governmental or regulatory order to be disclosed provided that the Customer, where possible, notifies DigitalTCO at the earliest opportunity before making any disclosure.
13.5 This clause 13 shall survive the termination or expiry of the Agreement for a period of ten years.
