Common use of Confidential and Proprietary Information; Work Product Clause in Contracts

Confidential and Proprietary Information; Work Product. (a) Employee acknowledges that Employee may possess certain “Confidential Information” (as defined below) which would damage the Company if disclosed or used by Employee. Accordingly, Employee acknowledges a continuing duty of strict confidentiality to the Company and agrees that Employee will not disclose any Confidential Information to any person or entity, will not publish any Confidential Information and will not use Confidential Information in any way, including for Employee’s benefit or for the benefit of another person or entity. Confidential Information shall include, but shall not be limited to, the following: (i) trade secrets of the Company; (ii) documentation or data contained in any files or any other records the Company may maintain; (iii) statements regarding any matters made by any employees, officers, agents, representatives or attorneys of the Company at any meeting attended by Employee or which Employee may have heard or obtained knowledge of which may result in any detriment to the Company; (iv) actions taken or contemplated by the Company with respect to any of its operations, assets or employees; (v) policies, practices, programs or plans contemplated, initiated or effectuated by the Company; (vi) documentation, data or other information concerning the Company’s suppliers and other vendors or the Company’s arrangements or business dealings with any such person or entity not known to the general public; and (vii) any other information, records or data of a private or proprietary nature to the Company. Confidential Information shall not include information which is then in the public domain (so long as Employee did not, directly or indirectly, cause or permit such information to enter the public domain). Notwithstanding the foregoing, nothing contained in this Paragraph 8 shall prevent Employee from disclosing Confidential Information if compelled to do so by legal process; provided, that Employee notifies Employer in writing within two (2) business days of Employee’s receipt of such court order or legal process if disclosure of Confidential Information is required by court order or other legal process to allow Employer sufficient time to obtain a protective order or otherwise obtain the fullest protection permitted by applicable law. (b) Employee agrees that all copyrights, patents, trade secrets or other intellectual property rights associated with any ideas, concepts, techniques, inventions, processes, or works of authorship developed or created by Employee during Employee’s employment by the Company and for a period of one (1) year thereafter that (i) relate, whether directly or indirectly, to the Company’s actual or anticipated business, research or development or (ii) are suggested by or as a result of any work performed by Employee on the Company’s behalf, shall, to the extent possible, be considered works made for hire within the meaning of the Copyright Act (17 U.S.C. § 101 et. seq.) (the “Work Product”). All Work Product shall be and remain the property of the Company. To the extent that any such Work Product may not, under applicable law, be considered works made for hire, Employee hereby grants, transfers, assigns, conveys and relinquishes, and agrees to grant, transfer, assign, convey and relinquish from time to time, on an exclusive basis, all of Employee’s right, title and interest in and to the Work Product to the Company in perpetuity or for the longest period otherwise permitted by law. Consistent with Employee’s recognition of the Company’s absolute ownership of all Work Product, Employee agrees that Employee shall (i) not disclose any Work Product to any person or entity or use any Work Product for the benefit of Employee or any other person or entity other than the Company and (ii) perform such acts and execute such documents and instruments as the Company may now or hereafter deem reasonably necessary or desirable to evidence the transfer of absolute ownership of all Work Product to the Company; provided, however, if following ten (10) days’ written notice from the Company, Employee refuses, or is unable, due to disability, incapacity, or death, to execute such documents relating to the Work Product, Employee hereby appoints each of the Company’s officers as Employee’s attorney-in-fact to execute such documents on Employee’s behalf. This agency is coupled with an interest and is irrevocable without the Company’s prior written consent.

Confidential and Proprietary Information; Work Product. (a) The Employee acknowledges that the Employee may possess certain confidential information, property or trade secrets of the Company (“Confidential Information” (as defined below”) which would damage the Company if disclosed or used by the Employee. Accordingly, the Employee acknowledges a continuing duty of strict confidentiality to the Company and agrees that the Employee will not use or disclose any Confidential Information to any person or entity, will not publish any Confidential Information and will not entity or use the Confidential Information in any way, including for Employee’s benefit or for the benefit of another person or entity. Confidential Information information shall include, but shall not be limited to, the following: (i) trade secrets of the Company; (ii) documentation or data contained in any files or any other records the Company may maintain; (iiiii) statements regarding any matters made by any employees, officers, agents, representatives or attorneys of the Company at any meeting attended by the Employee or which the Employee may have heard or obtained knowledge of which may result in any detriment to the Company; (iviii) actions taken or contemplated by the Company with respect to any of its operations, assets or employees; (viv) policies, practices, programs or plans contemplated, initiated or effectuated by the Company; (vi) documentation, data or other information concerning the Company’s suppliers and other vendors or the Company’s arrangements or business dealings with any such person or entity not known to the general public; and (viiv) any other information, records or data of a private or proprietary nature to the Company. Confidential Information shall not include information which is then in the public domain (so long as the Employee did not, directly or indirectly, cause or permit such information to enter the public domain). Notwithstanding the foregoing, nothing contained in this Paragraph 8 shall prevent Employee from disclosing Confidential Information if compelled to do so by legal process; provided, that Employee immediately notifies Employer in writing within two (2) business days of Employee’s receipt of such court order or legal process if disclosure of Confidential Information is required by court order or other legal process to allow Employer sufficient time to obtain a protective order or otherwise obtain the fullest protection permitted by applicable law. In addition, notwithstanding the foregoing, nothing contained in this Paragraph 8 shall serve as a restraint or limitation upon the Employee from exercising the Employee’s general knowledge and expertise in the Employee’s field or from earning a livelihood in said field. (b) Employee agrees that all copyrights, patents, trade secrets or other intellectual property rights associated with any ideas, concepts, techniques, inventions, processes, or works of authorship developed or created by Employee him during Employee’s his employment by the Company and for a period of one (1) year thereafter thereafter, that (i) relate, whether directly or indirectly, to the Company’s actual or anticipated business, research or development or (ii) are suggested by or as a result of any work performed by Employee on the Company’s behalf, shall, to the extent possible, be considered works made for hire within the meaning of the Copyright Act (17 U.S.C. § 101 et. seq.) (the “Work Product”). All Work Product shall be and remain the property of the Company. To the extent that any such Work Product may not, under applicable law, be considered works made for hire, Employee hereby grants, transfers, assigns, conveys and relinquishes, and agrees to grant, transfer, assign, convey and relinquish from time to time, on an exclusive basis, all of Employee’s his right, title and interest in and to the Work Product to the Company in perpetuity or for the longest period otherwise permitted by law. Consistent with Employee’s his recognition of the Company’s absolute ownership of all Work Product, Employee agrees that Employee he shall (i) not disclose any Work Product to any person or entity or use any Work Product for the benefit of Employee or any other person or entity party other than the Company and (ii) perform such acts and execute such documents and instruments as the Company may now or hereafter deem reasonably necessary or desirable to evidence the transfer of absolute ownership of all Work Product to the Company; provided, however, if following ten (10) days’ written notice from the Company, Employee refuses, or is unable, due to disability, incapacity, or death, to execute such documents relating to the Work Product, Employee he hereby appoints each any of the Company’s officers as Employee’s his attorney-in-fact to execute such documents on Employee’s his behalf. This agency is coupled with an interest and is irrevocable without the Company’s prior written consent.

Confidential and Proprietary Information; Work Product. (a) The Employee acknowledges that the Employee may possess certain confidential information, property or trade secrets of the Company (“Confidential Information” (as defined below”) which would damage the Company if disclosed or used by the Employee. Accordingly, the Employee acknowledges a continuing duty of strict confidentiality to the Company and agrees that the Employee will not use or disclose any Confidential Information to any person or entity, will not publish any Confidential Information and will not entity or use the Confidential Information in any way, including for Employee’s benefit or for the benefit of another person or entity. Confidential Information information shall include, but shall not be limited to, any of the followingfollowing categories of documents that the Company identifies and protects internally as confidential information: (i) trade secrets of the Company; (ii) documentation or data contained in any files or any other records the Company may maintain; (iiiii) statements regarding any matters made by any employees, officers, agents, representatives or attorneys of the Company at any meeting attended by the Employee or which the Employee may have heard or obtained knowledge of which may result in any detriment to the Company; (iviii) actions taken or contemplated by the Company with respect to any of its operations, assets or employees; (viv) policies, practices, programs or plans contemplated, initiated or effectuated by the Company; (viv) documentationinformation obtained by the employee on behalf of the Company from The Xxxx Disney Company, data its affiliates or other information concerning the Company’s suppliers and other vendors or the Company’s arrangements or business dealings with any such person or entity not known to the general publicrepresentatives; and (viivi) any other information, records or data of a private or proprietary nature to the Company. Confidential Information shall not include information which is then in the public domain (so long as the Employee did not, directly or indirectly, cause or permit such information to enter the public domain). Notwithstanding the foregoing, nothing contained in this Paragraph 8 shall prevent Employee from disclosing Confidential Information if compelled to do so by legal process; provided, that Employee immediately notifies Employer in writing within two (2) business days of Employee’s receipt of such court order or legal process if disclosure of Confidential Information is required by court order or other legal process to allow Employer sufficient time to obtain a protective order or otherwise obtain the fullest protection permitted by applicable law. In addition, notwithstanding the foregoing, nothing contained in this Section 8 shall serve as a restraint or limitation upon the Employee from exercising the Employee’s general knowledge and expertise in the Employee’s field or from earning a livelihood in said field, so long as the Employee complies with the foregoing restrictions. (b) Employee agrees that all copyrights, patents, trade secrets or other intellectual property rights associated with any ideas, concepts, techniques, inventions, processes, or works of authorship developed or created by Employee him during Employee’s his employment by the Company and for a period of one (1) year thereafter that (i) relate, whether directly or indirectly, to the Company’s actual or anticipated business, research or development or (ii) are suggested by or as a result of any work performed by Employee on the Company’s behalf, shall, to the extent possible, be considered works made for hire within the meaning of the Copyright Act (17 U.S.C. § 101 et. seq.) (the “Work Product”). All Work Product shall be and remain the property of the Company. To the extent that any such Work Product may not, under applicable law, be considered works made for hire, Employee hereby grants, transfers, assigns, conveys and relinquishes, and agrees to grant, transfer, assign, convey and relinquish from time to time, on an exclusive basis, all of Employee’s his right, title and interest in and to the Work Product to the Company in perpetuity or for the longest period otherwise permitted by law. Consistent with Employee’s his recognition of the Company’s absolute ownership of all Work Product, Employee agrees that Employee he shall (i) not disclose any Work Product to any person or entity or use any Work Product for the benefit of Employee or any other person or entity party other than the Company and (ii) perform such acts and execute such documents and instruments as the Company may now or hereafter deem reasonably necessary or desirable to evidence the transfer of absolute ownership of all Work Product to the Company; provided, however, if following ten (10) days’ written notice from the Company, Employee refuses, or is unable, due to disability, incapacity, or death, to execute such documents relating to the Work Product, Employee he hereby appoints each any of the Company’s officers as Employee’s his attorney-in-fact to execute such documents on Employee’s his behalf. This agency is coupled with an interest and is irrevocable without the Company’s prior written consent.

Confidential and Proprietary Information; Work Product. (a) The Employee acknowledges that the Employee may possess certain confidential information, property or trade secrets of the Company (“Confidential Information” (as defined below”) which would damage the Company if disclosed or used by the Employee. Accordingly, the Employee acknowledges a continuing duty of strict confidentiality to the Company and agrees that the Employee will not use or disclose any Confidential Information to any person or entity, will not publish any Confidential Information and will not entity or use the Confidential Information in any way, including for Employee’s benefit or for the benefit of another person or entity. Confidential Information information shall include, but shall not be limited to, the following: (i) trade secrets of the Company; (ii) documentation or data contained in any files or any other records the Company may maintain; (iiiii) statements regarding any matters made by any employees, officers, agents, representatives or attorneys of the Company at any meeting attended by the Employee or which the Employee may have heard or obtained knowledge of which may result in any detriment to the Company; (iviii) actions taken or contemplated by the Company with respect to any of its operations, assets or employees; (viv) policies, practices, programs or plans contemplated, initiated or effectuated by the Company; (vi) documentation, data or other information concerning the Company’s suppliers and other vendors or the Company’s arrangements or business dealings with any such person or entity not known to the general public; and (viiv) any other information, records or data of a private or proprietary nature to the Company. Confidential Information shall not include information which is then in the public domain (so long as the Employee did not, directly or indirectly, cause or permit such information to enter the public domain). Notwithstanding the foregoing, nothing contained in this Paragraph 8 shall prevent Employee from disclosing Confidential Information if compelled to do so by legal process; provided, that Employee immediately notifies Employer in writing within two (2) business days of Employee’s receipt of such court order or legal process if disclosure of Confidential Information is required by court order or other legal process to allow Employer sufficient time to obtain a protective order or otherwise obtain the fullest protection permitted by applicable law. In addition, notwithstanding the foregoing, nothing contained in this Section 8 shall serve as a restraint or limitation upon the Employee from exercising the Employee’s general knowledge and expertise in the Employee’s field or from earning a livelihood in said field. (b) Employee agrees that all copyrights, patents, trade secrets or other intellectual property rights associated with any ideas, concepts, techniques, inventions, processes, or works of authorship developed or created by Employee him during Employee’s his employment by the Company and for a period of one (1) year thereafter 6 months thereafter, that (i) relate, whether directly or indirectly, to the Company’s actual or anticipated business, research or development or (ii) are suggested by or as a result of any work performed by Employee on the Company’s behalf, shall, to the extent possible, be considered works made for hire within the meaning of the Copyright Act (17 U.S.C. § 101 et. seq.) (the “Work Product”). All Work Product shall be and remain the property of the Company. To the extent that any such Work Product may not, under applicable law, be considered works made for hire, Employee hereby grants, transfers, assigns, conveys and relinquishes, and agrees to grant, transfer, assign, convey and relinquish from time to time, on an exclusive basis, all of Employee’s his right, title and interest in and to the Work Product to the Company in perpetuity or for the longest period otherwise permitted by law. Consistent with Employee’s his recognition of the Company’s absolute ownership of all Work Product, Employee agrees that Employee he shall (i) not disclose any Work Product to any person or entity or use any Work Product for the benefit of Employee or any other person or entity party other than the Company and (ii) perform such acts and execute such documents and instruments as the Company may now or hereafter deem reasonably necessary or desirable to evidence the transfer of absolute ownership of all Work Product to the Company; provided, however, if following ten (10) days’ written notice from the Company, Employee refuses, or is unable, due to disability, incapacity, or death, to execute such documents relating to the Work Product, Employee she hereby appoints each any of the Company’s officers as Employee’s his attorney-in-fact to execute such documents on Employee’s his behalf. This agency is coupled with an interest and is irrevocable without the Company’s prior written consent.

Confidential and Proprietary Information; Work Product. (a) Employee acknowledges that Employee may possess certain “Confidential Information” (as defined below) which would damage the Company if disclosed or used by Employee. Accordingly, Employee acknowledges a continuing duty of strict confidentiality to the Company and agrees that Employee will not disclose any Confidential Information to any person or entity, will not publish any Confidential Information Information, and will not use Confidential Information in any way, including for Employee’s benefit or for the benefit of another person or entity. Confidential Information shall include, but shall not be limited to, the following: (i) trade secrets of the Company, and other proprietary corporate information involving the Company, including plans, strategies, prospects, policies, and disputes and litigation involving the Company; (ii) documentation or data contained in any files or any other records the Company may maintain; (iii) statements regarding any matters made by any employees, officers, agents, representatives or attorneys of the Company at any meeting attended by Employee or which Employee may have heard or obtained knowledge of which may result in any detriment to the Company; (iv) actions taken or contemplated by the Company with respect to any of its operations, assets or employeesemployees not known to the general public; (v) policies, practices, programs programs, plans or plans strategies contemplated, initiated or effectuated by the CompanyCompany not known to the general public; (vi) documentation, data or other information concerning the Company’s suppliers and stores, products, suppliers, lessors or other vendors vendors, marketing plans, or the Company’s arrangements or business dealings with any such person or entity not known to the general public; and (vii) financial information, including sourcing, cost, merchandising, sales and pricing data, and financial and accounting policies, procedures or practices, actual or proposed; (viii) personnel information, including personnel lists, reporting and organizational structures, resumes, personal information, compensation information, performance evaluations and termination arrangements; and (ix) any other information, records or data of a private or proprietary nature to the Company. Confidential Information shall not include information which is then in the public domain (so long as Employee did not, directly or indirectly, cause or permit such information to enter the public domain). Notwithstanding the foregoing, nothing contained in this Paragraph 8 7 shall prevent Employee from disclosing Confidential Information if compelled to do so by legal process; provided, that Employee notifies Employer in writing within two (2) business days of Employee’s receipt of such court order or legal process if disclosure of Confidential Information is required by court order or other legal process to allow Employer sufficient time to obtain a protective order or otherwise obtain the fullest protection permitted by applicable law. (b) Employee agrees that all copyrights, patents, trade secrets or other intellectual property rights associated with any ideas, concepts, techniques, inventions, processes, or works of authorship developed or created by Employee during Employee’s employment by the Company and for a period of one six (16) year months thereafter that (i) relate, whether directly or indirectly, to the Company’s actual or anticipated business, research or development or development, (ii) are suggested by or as a result of any work performed by Employee on the Company’s behalf, or (iii) result from any use of Confidential Information, or of the premises, equipment or other personal property (tangible or intangible) of the Company, shall, to the extent possible, be considered works made for hire within the meaning of the Copyright Act (17 U.S.C. § 101 et. seq.) (the “Work Product”). All Work Product shall be and remain the property of the Company. To the extent that any such Work Product may not, under applicable law, be considered works made for hire, Employee hereby grants, transfers, assigns, conveys and relinquishes, and agrees to grant, transfer, assign, convey and relinquish from time to time, on an exclusive basis, all of Employee’s right, title and interest in and to the Work Product to the Company in perpetuity or for the longest period otherwise permitted by law. Consistent with Employee’s recognition of the Company’s absolute ownership of all Work Product, Employee agrees that Employee shall (i) not disclose any Work Product to any person or entity or use any Work Product for the benefit of Employee or any other person or entity other than the Company and (ii) perform such acts and execute such documents and instruments as the Company may now or hereafter deem reasonably necessary or desirable to evidence the transfer of absolute ownership of all Work Product to the Company; provided, however, if following ten (10) days’ written notice from the Company, Employee refuses, or is unable, due to disability, incapacity, or death, to execute such documents relating to the Work Product, Employee hereby appoints each of the Company’s officers as Employee’s attorney-in-fact to execute such documents on Employee’s behalf. This agency is coupled with an interest and is irrevocable without the Company’s prior written consent.