Confidential Information and Cooperation. Sellers acknowledge that all confidential information relating to Buyer and the Business, including without limitation (a) trade secrets and intellectual property, (b) information concerning services and products and the development, manufacturing, marketing, distribution and pricing of services and products, (c) information concerning customers, customer lists and suppliers and (d) credit and financial data and (d) all of the Assets (as defined herein) (collectively, the “Proprietary Information”), are valuable, special and unique assets of the Buyer, access to and knowledge of which have been gained by Sellers. Sellers further agree that all Proprietary Information shall be considered confidential information and that from and after the date hereof, except as required by law, Sellers will (x) not disclose, at any time, any of such Proprietary Information to any person or entity for any reason or purpose whatsoever, (y) not make use of any Proprietary Information for Sellers’ own purposes or for the benefit of any person other than Buyer, and (z) from and after the Closing, Sellers will surrender immediately to Buyer all Proprietary Information existing in tangible form (whether in print, photos, audio or video tape, computer disk or memory, or otherwise) which is in the possession or control of Sellers.
Confidential Information and Cooperation. The Executive agrees that he continues to be bound by the terms of the Confidentiality Agreement.
(a) The Executive agrees that all property (including, without limitation, all equipment, tangible proprietary information, documents, records, notes, contracts, and computer-generated materials) furnished to or created or prepared by the Executive incident to the Executive’s employment belongs to the Company and shall be promptly returned to the Company upon termination of the Executive’s employment.
(b) Upon termination of the Executive’s employment, the Executive shall be deemed to have resigned from any and all offices and directorships then held with the Company and its affiliates. Following any termination of employment, the Executive shall reasonably cooperate with the Company (i) in the winding up of pending work on behalf of the Company and the orderly transfer of work to other employees, and (ii) in the defense of any action brought by any third party against the Company that relates to the Executive’s employment by the Company; provided, that in each case the Company shall reimburse the Executive for any reasonable and documented out-of-pocket fees and expenses incurred by the Executive in connection with such cooperation.
(c) The Executive acknowledges that in the course of the Executive's employment with the Company, the Executive will become familiar with the Company's and its affiliates' trade secrets and with other confidential and proprietary information and that the Executive's services will be of special, unique and extraordinary value to the Company and its affiliates. Therefore, the Executive agrees that the Executive shall not, during the Term and for a period of one (1) year thereafter, directly or indirectly, either for himself or for any other person or entity or otherwise, (i) induce or attempt to induce any customer, supplier, licensee or other business relation of the Company or any of its subsidiaries to cease doing business with the Company or any such subsidiary or in any way interfere with the relationship between any such customer, supplier, licensee or business relation and the Company and any such subsidiary; or (ii) induce or attempt to induce any employee of the Company or its affiliates to leave the employ of the Company or any such affiliated company, or in any way interfere with the relationship between the Company and any of its affiliates and any employee thereof, or hire or otherwise engage any person who was an emplo...
Confidential Information and Cooperation. 4.1. As used herein, the term “Confidential Information and Materials” refers to all information regarding GCB, GC Bank, the Bank or the Company, or any of their affiliates (collectively, the “Company Related Entities”), AMB obtained in connection with his position as President and Chief Executive Officer of GCB and GC Bank and in connection with the merger of GC Bank into the Bank and the merger of GC Bank into the Bank, not generally known outside the Company Related Entities and which belongs to, is used by or is in the possession of the Company Related Entities, including without limitation information concerning the products, strategic plans, pricing, cost data and cost structures, training methods and programs, executive performance and compensation information, computer pass wording, recruiting, know-how, research and development, operation or financial status of the Company, the names or addresses of any of the Company’s customers, borrowers and depositors, any information concerning or obtained from such customers, borrowers and depositors and other confidential technical or business information and data and any background data that suggest any of the foregoing plans and programs. Confidential Information shall not include any information that AMB can demonstrate is in the public domain by means other than disclosure by AMB, but shall include non-public compilations, combinations or analyses of otherwise public information.
Confidential Information and Cooperation. On the date herein, the Executive will have entered into the standard Endogen Confidentiality and Non-Compete Agreement, in the form attached hereto as Exhibit B.
Confidential Information and Cooperation a. Nutrition 21 and IH acknowledge that all confidential information relating to Buyer and the Business, including without limitation (a) trade secrets and intellectual property, (b) information concerning services and products and the development, manufacturing, marketing, distribution and pricing of services and products, (c) information concerning customers, customer lists and suppliers and (d) credit and financial data and (d) all of the Assets (as defined in the Purchase Agreement) (collectively, the “Proprietary Information”), are valuable, special and unique assets of the Buyer, access to and knowledge of which have been gained by Nutrition 21 and IH.
Confidential Information and Cooperation
