Confidential Information and Non-Disclosure. Employee acknowledges and agrees that Employee’s employment by the Company necessarily involves Employee’s knowledge of and access to confidential and proprietary information pertaining to the business of the Company. Accordingly, Employee agrees that at all times during the term of this Agreement and for as long as the information remains confidential after the termination of Employee's employment, Employee will not, directly or indirectly, without the express written authority of the Company, unless directed by applicable legal authority having jurisdiction over Employee, disclose to or use, or knowingly permit to be so disclosed or used, for the benefit of Employee, any person, corporation or other entity other than the Company, (i) any information concerning any financial matters, employees of the Company, customer relationships, competitive status, supplier matters, internal organizational matters, current or future plans, or other business affairs of or relating to the Company, (ii) any management, operational, trade, technical or other secrets or any other proprietary information or other data of the Company, or (iii) any other information related to the Company which has not been published and is not generally known outside of the Company. Employee acknowledges that all of the foregoing constitutes confidential and proprietary information, which is the exclusive property of the Company. Nothing in this Section 16 prohibits Employee from reporting possible violations of federal, state, or local law or regulation to any governmental agency or entity, or from making other disclosures that are protected under the whistleblower provisions of federal, state, or local law or regulation.
Confidential Information and Non-Disclosure. The Consultant and the Principal acknowledge and agree with each other that all information connected with the Company's technology, including without limitation, all computer software, trade secrets, information, data, inventions, discoveries, improvements, modifications, developments, technical manuals, or process-flow manuals, data, customer information and pricing information is confidential, and the Consultant and the Principal each jointly and severally covenant and agree with the Company to use its best efforts to ensure that such information does not become public knowledge and undertakes not to disclose such information or any part thereof to any other person except to its consultants and employees as may be necessary to carry out its rights and obligations under this Agreement. The Consultant hereby further covenants and agrees with the Company that the Consultant shall require each and every one of its employees or consultants who are provided with any information in respect of the Company's technology or related knowledge to sign confidentiality agreements which shall be in a form acceptable to the Company. All such information shall be returned to the Company upon termination of this Agreement.
Confidential Information and Non-Disclosure. Employee acknowledges and agrees that Employee’s employment by Equitable necessarily involves Employee’s knowledge of and access to confidential and proprietary information pertaining to the business of the Company and its subsidiaries. Accordingly, Employee agrees that at all times during the term of this Agreement and for as long as the information remains confidential after the termination of Employee’s employment, Employee will not, directly or indirectly, without the express written authority of the Company (unless directed by applicable legal authority having jurisdiction over Employee) disclose to or use, or knowingly permit to be so disclosed or used, for the benefit of Employee, any person, corporation or other entity other than the Company and its subsidiaries (i) any information concerning any financial matters, customer relationships, competitive status, supplier matters, internal organizational matters, current or future plans, or other business affairs of or relating to the Company and its subsidiaries; (ii) any management, operational, trade, technical or other secrets or any other proprietary information or other data of the Company or its subsidiaries; or (iii) any other information related to the Company or its subsidiaries which has not been published and is not generally known outside of the Company. Employee acknowledges that all of the foregoing constitutes confidential and proprietary information, which is the exclusive property of the Company.
Confidential Information and Non-Disclosure. During the course of the Participant’s employment with or engagement by the Company, the Participant will receive certain confidential information and trade secrets, which includes but is not limited to production data, drilling schedules, financial results before they are disclosed publicly, technical data, customer and vendor lists, management methods, operating techniques, prospective acquisitions, employee lists, training manuals and procedures, personnel evaluation procedures, financial reports and/or other confidential information and knowledge concerning the business of the Company and its affiliates (hereinafter collectively referred to as “Confidential Information”), which the Company desires to protect. The Participant understands and agrees that the Confidential Information is confidential and the Participant agrees not to disclose or reveal the Confidential Information to anyone outside the Company or use Confidential Information for the benefit of any person or entity other than the Company. Additionally, the Participant may receive Confidential Information and work on projects that are not widely known throughout the Company, and the Participant agrees to not disclose or reveal such Confidential Information or details about such projects to any other person (including other employees or independent contractors of the Company) except as required in connection with his or her job duties. The Participant further agrees not to use or disclose the Confidential Information in order to compete with the Company at any time during or after the Participant’s employment or engagement with the Company. The Participant is hereby notified in accordance with the Defend Trade Secrets Act of 2016 that the Participant will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. In addition, notwithstanding the foregoing, if the Participant files a lawsuit for retaliation against the Company for reporting a suspected violation of law, the Participant may disclose the Company’s trade secrets to the Participant’s attorney and use the trade secret information in the court proceeding if the Pa...
Confidential Information and Non-Disclosure. 10.1 As used in this Agreement, the term “
Confidential Information and Non-Disclosure. In the event the Parties have separately executed a non-disclosure agreement (“NDA”), apart from this Agreement, which is intended to encompass disclosures made in the performance of this Agreement, the provisions of such NDA shall prevail over this Section 3.2. Licensee will prevent disclosure to Phoenix of any personally identifiable information (PII) regarding Licensee’s employees or customers. Licensee is solely responsible for complying with any requirements regarding its PII. Receiving party will use disclosing party's Confidential Information solely to perform its obligations under the Agreement. Receiving party will take commercially reasonable steps to safeguard disclosing party's Confidential Information, including no less than the steps taken to protect its own Confidential Information. Receiving party must not disclose disclosing party's Confidential Information except to its employees bound by written confidentiality obligations no less restrictive than these terms. Receiving party must promptly notify disclosing party in writing of unauthorized use or disclosure of Confidential Information. Receiving party, at its expense, must take all reasonable action to recover disclosing party’s Confidential Information and prevent further unauthorized use or disclosure, including action for seizure and injunctive relief. If receiving party fails to do so in a timely manner, disclosing party may take reasonable action to do so at receiving party's expense, and receiving party must reasonably cooperate. These provisions will survive with regard to disclosing party’s Confidential Information, as long as it is in the possession of receiving party.
Confidential Information and Non-Disclosure. During the course of the Participant’s employment with the Company, the Participant will receive certain confidential information and trade secrets, which includes but is not limited to production data, drilling schedules, financial results before they are disclosed publicly, technical data, customer and vendor lists, management methods, operating techniques, prospective acquisitions, employee lists, training manuals and procedures, personnel evaluation procedures, financial reports and/or other confidential information and knowledge concerning the business of the Company and its affiliates (hereinafter collectively referred to as “Confidential Information”) which the Company desires to protect. The Participant understands and agrees that the Confidential Information is confidential and the Participant agrees not to disclose or reveal the Confidential Information to anyone outside the Company. Additionally, the Participant may receive Confidential Information and work on some projects that are not widely known throughout the Company, and the Participant agrees to not disclose or reveal such Confidential Information or details about the projects to any other person (including other employees of the Company). The Participant further agrees not to use or disclose the Confidential Information in order to compete with the Company at any time during or after the Participant’s employment with the Company.
Confidential Information and Non-Disclosure. The term “Confidential Information” shall include all information provided by each party to the other party, or their affiliates, employees, officers, directors, agents or representatives, including without limitation the terms and conditions of this Agreement, the NICE Software, the Third Party Software, and any and all of a party’s design specifications, drawings, written manuals, software programs, business plans, financial information, technical and marketing information and evaluations, service plans and customer information designated orally or in writing as confidential or otherwise which by its nature should be considered confidential. For purposes herein, a party disclosing information shall be deemed the “Disclosing Party” and a party receiving information shall be deemed the “Receiving Party.” Confidential Information shall not include information which can be demonstrated: (a) to have been rightfully in the possession of the Receiving Party from a source other than the Disclosing Party prior to the time of disclosure of said information to the Receiving Party (“Time of Disclosure”); (b) to have been in the public domain prior to the Time of Disclosure; (c) to have become part of the public domain after the Time of Disclosure by a publication or by any other means, except an unauthorized act or omission or breach of this Agreement on the part of the Receiving Party, or its employees; (d) to have been supplied to the Receiving Party after the Time of Disclosure without restriction by a third party who is under no obligation to the Disclosing Party to maintain such information in confidence; (e) to be required to be disclosed by law or court order, provided that the Receiving Party shall use best efforts to provide the Disclosing Party with prompt notice sufficient for the Disclosing Party to have a reasonable opportunity to prevent such disclosure and shall use best efforts to limit the information to be disclosed; or (f) to have been independently developed by the Receiving Party, provided that any persons developing same have not had access to Confidential Information and have written evidence demonstrating such independent development. In consideration of the willingness of the Disclosing Party to disclose Confidential Information to the Receiving Party, the Receiving Party hereby agrees: (a) to use or disclose Confidential Information only for the purpose authorized in writing by the Disclosing Party; (b) to use all reasonable precautions, in...
Confidential Information and Non-Disclosure. Unless required by law or Court order to do so, or unless prior written authorization is received from WSP or the Client, Subcontractor shall not disclose Confidential Information to anyone other than WSP, the Client, or such other entities as WSP or the Client may direct in writing. For purposes of this Article, “
Confidential Information and Non-Disclosure. Director shall use all reasonable efforts to protect confidential information (“Confidential Information”) of the Company. Upon completion of Director’s term of service, Director shall use all reasonable efforts to return to Company or destroy all Confidential Information furnished by Company whether in written or electronic format.
