Confidential Company Information. During the Employment Term, the Company has and will continue to provide Executive with access to, and may confide in him, information, business methods and systems, techniques and methods of operation developed at great expense by the Company and which are assets of the Company. Executive recognizes and acknowledges that: (a) all Confidential Information (defined below) is the property of the Company and is unique, extremely valuable and developed and acquired by great expenditures of time, effort and cost; (b) the misuse, misappropriation or unauthorized disclosure by Executive of the Confidential Information would constitute a breach of trust and would cause serious irreparable injury to the Company; and (c) it is essential to the protection of the Company’s goodwill and to the maintenance of the Company’s competitive position that the Confidential Information be kept secret and that Executive not disclose the Confidential Information to others or use same to his own advantage or to the advantage of others. Accordingly, Executive shall not, during the Employment Term or thereafter, directly or indirectly, in any manner, utilize or disclose to any person, firm, corporation, association or other entity, or use on his own behalf, any confidential and proprietary information of the Company, including, but not limited to, information relating to strategic plans, sales, costs, client lists, client preferences, client identities, investment strategies, computer programs, profits or the business affairs and financial condition of the Company, or any of its clients, or any of the Company’s business methods, systems, marketing materials, clients or techniques (collectively “Confidential Information”), except for (i) such disclosures where required by law, but only after written notice to the Company detailing the circumstances and legal requirement for the disclosure; or (ii) as authorized during the performance of Executive’s duties for such use or purpose as are reasonably believed by Executive to be in the best interests of the Company. At any time, upon request, Executive shall deliver to the Company all of its property including, but not limited to, its Confidential Information (whether electronically stored or otherwise) which are in his possession or under his control. Property to be returned includes, but is not limited to, notebook pages, documents, records, prototypes, client files, drawings, electronically stored data, computer media or any other mater...
Confidential Company Information. First American will, and will cause its Affiliates to, hold all Confidential Company Information confidential and will not disclose any such Confidential Company Information to any Person except as may be required to perform the Business Services, as authorized in advance by the Company or its Affiliates in writing or otherwise, or as may be required by law, in which case First American shall promptly provide notice to the Company that such Confidential Company Information has been subpoenaed or otherwise demanded, so that the Company may seek a protective order or other appropriate remedy. First American will, and will cause its Affiliates to, use its reasonable best efforts (but without out-of-pocket costs or expense) to obtain or assist the Company in obtaining such protective order or other remedy.
Confidential Company Information. Purchaser covenants and agrees that -------------------------------- it shall maintain the confidentiality of all nonpublic information related to the Company made available to it and/or any of its representatives by or on behalf of the Company ("Confidential Company Information"). Purchaser further -------------------------------- covenants and agrees that it shall not disclose any Confidential Company Information to any person or entity, other than its officers, directors, employees, attorneys, accountants and other agents with a legitimate need for such information (which individuals and entities Purchaser shall cause to comply with this Section 7.1), except as required by law, without the prior written consent of the Company. Purchaser agrees that violation of this Section 7.1 would cause immediate and irreparable damage to the business of the Company, and consents to the entry of immediate and permanent injunctive relief for any violation hereof.
Confidential Company Information. 69 16.2 Injunctive Relief................................................................................. 70 16.3
Confidential Company Information. Other than in the performance of his duties hereunder, Executive agrees not to disclose, either during the term of his employment with the Company or at any time thereafter, to any person, firm or corporation any information concerning the business affairs, the trade secrets or the customer lists or similar information of the Company.
Confidential Company Information. (a) Each of Novartis and Regeneron acknowledges (subject to Section 16.1(b)) that: (i) all Company Information provided by the other Party or its respective Affiliates pursuant to this Agreement is confidential and proprietary to such other Party or its respective Affiliates, and (ii) all New Information is confidential and proprietary to the Parties, and each of Novartis and Regeneron agrees to (A) maintain such information in confidence during the last to expire Term of this Agreement and for a period of ten (10) years thereafter and (B) use such information solely for the purpose of performing its obligations hereunder. Each of Novartis and Regeneron covenants that neither it nor any of its respective Affiliates shall disclose any such information to any Third Party except to its employees, agents or any other person under its authorization; provided such employees, agents or persons under its authorization are subject in writing to substantially the same confidentiality obligations as the Parties and their respective Affiliates. (b) Notwithstanding anything provided above, the restrictions provided in this Article XVI shall not apply to information that is (and such information shall not be considered confidential or proprietary under this Agreement) (i) already in the public domain as of the Effective Date by reason of prior publication or otherwise; (ii) received by a receiving Party on an unrestricted basis from a Third Party not under an obligation of confidentiality to the other Party or any Affiliate of such other Party with respect to such information; (iii) information that has become part of the public domain after the Effective -69- <PAGE> Date through no act, omission or fault of the receiving Party; or (iv) information that is similar in nature to the purported Company Information but has been independently created, as evidenced by written or electronic documentation. If a receiving Party is required by applicable Law to disclose any Company Information to a Governmental Authority, then the receiving Party shall promptly notify the disclosing Party of such disclosure and the procedures, such as a protective order, instituted to protect the confidentiality of the Company Information to be disclosed. (c) Notwithstanding anything provided above, Regeneron shall have the right to disclose to any Regeneron licensee of Trap-1 or Trap-2 in Japan: (i) such information as to adverse events and safety as is required under applicable Laws; and (ii) su...
Confidential Company Information. During the course of the Executive's employment, he has been privy to confidential and strategic information of both the Company and its customers. This information includes, but is not limited to: financial information, strategic plans, customer names and other customer information, marketing plans and other information of a business or confidential nature. The Executive agrees to maintain the confidentiality of such information and not to disclose such information to any third party without the express written consent of the Company.
Confidential Company Information. Employee shall read, sign and strictly comply with the Confidentiality, Non-Competition and Non-Disclosure Agreement which is attached as Exhibit B and incorporated by reference herein.
Confidential Company Information. Executive acknowledges, affirms and agrees that Executive has previously executed the Confidential Information, Inventions, Nonsolicitation and Noncompetition Agreement attached hereto as Exhibit A (the “Confidentiality Agreement”) for valid consideration, that Executive has not violated said Confidentiality Agreement, and that the terms and conditions of said Confidentiality Agreement are in force and survive the employment relationship, including but not limited to Executive’s continuing confidentiality, noncompetition, and nonsolicitation obligations, and are not affected by this Agreement, subject to Section 8 above (Rights Not Waived); provided however that Executive may maintain his current involvement with the third party business entities listed in Exhibit B to this Agreement, only to the extent that such involvement does not violate Executive’s obligations under the Confidentiality Agreement. Further, Executive is hereby provided notice that under the 2016 Defend
Confidential Company Information. The Executive shall not knowingly use for his own benefit or disclose or reveal to any unauthorized person any trade secret or other confidential information relating to the Company or its business associates, or to any of the actual, planned or contemplated businesses thereof, including, without limitation, customer lists, customer needs, price and performance information, processes, supply sources and characteristics, business opportunities, potential business interests, marketing, promotional pricing and financing techniques, business plans and strategies, and the Executive confirms that such information constitutes the exclusive property of the Company. Such restriction on confidential information shall remain in effect unless, until and only to the extent that it is (i) disclosed in published literature or otherwise generally available in the industry through no fault of Executive, or (ii) obtained by the Executive from a third party with the prior right to make such disclosure. The Executive agrees that he will return to the Company any physical embodiment of such confidential information upon the Effective Date.
