Confidential Information and Non-Disparagement. (a) In accordance with the Nevada Revised Statutes (“NRS”) Sections 600A.010 et seq. (the so-called Uniform Trade Secrets Act), the Executive shall hold in a fiduciary capacity for the benefit of the Company and its stockholders all secret, confidential, and proprietary information, knowledge, and data relating to the Company (and any of its subsidiaries or affiliates), obtained by the Executive during or by reason of the Executive’s employment by the Company. During the Term and after the expiration or termination of this Agreement for any reason, the Executive shall not, without the prior written consent of the Company or except as may be required by law, communicate or divulge any such information, knowledge, or data to any person or entity other than the Company (or as applicable to it subsidiaries or affiliates) and those designated by them that would result in any misappropriation under and as defined in such Act, except that, while employed by the Company, in furtherance of the business and for the benefit of the Company, the Executive may provide confidential information as appropriate to attorneys, accountants, financial institutions, and other persons or entities engaged in business with the Company from time to time.
(b) Each of the Executive and the Company agrees that during the Term and for a period of three years following any applicable termination date, neither shall, publicly or privately, disparage or make any statements (written or oral) that could impugn the integrity, acumen (business or otherwise), ethics or business practices, of the other, except, in each case, to the extent (but solely to the extent) (i) necessary in any judicial or arbitral action to enforce the provisions of this Agreement or (ii) in connection with any judicial, regulatory or administrative proceeding to the extent required by applicable laws. For purposes of this Section 8.3(b), references to the Company include its officers, directors, employees, consultants and shareholders (which are reasonably known as such to the Executive) on the date hereof and hereafter.
Confidential Information and Non-Disparagement. (a) Commencing on the Effective Date [and continuing for a period of two (2) years after the Termination Date], you shall not disclose or use any confidential information (“Confidential Information”) (defined below) of the Company, whether patentable or not, which you learn as a result of your employment with the Company, whether or not you developed such information. Confidential Information shall include, without limitation, any and all proprietary information regarding the Company’s, its customers’ and its business partners’ trade secrets and any and all other proprietary information of the Company. Information that is or later becomes publicly available in a manner wholly unrelated to any breach of this Agreement by you (including, but not limited to, any and all information contained in any public filing pursuant to Federal or state securities laws) shall not be considered Confidential Information as of the date it enters the public domain. If you are uncertain whether something is Confidential Information, you should treat it as Confidential Information until you receive clarification from the Company that it is not Confidential Information. Confidential Information shall remain at all times the property of the Company. You may use or disclose Confidential Information only:
(i) as authorized and necessary in performing your responsibilities under this Agreement during your employment with the Company;
(ii) with the Board’s prior written consent;
(iii) in a legal proceeding between you and the Company to establish the rights of either party under this Agreement; provided, that you stipulate to a protective order to prevent any unnecessary use or disclosure; or
(iv) subject to a compulsory legal process that requires disclosure of such information; provided, that you have complied with the following procedures to ensure that the Company has an adequate opportunity to protect its legal interests in preventing disclosure. Upon receipt of a subpoena that could possibly require disclosure of Confidential Information, you shall provide a copy of the compulsory process and complete information regarding the circumstances under which you received it to the Company by hand delivery within two (2) business days after such receipt or as soon thereafter as is reasonably practicable. You will not make any disclosure until the latest possible date for making such disclosure in accordance with the compulsory process (“Latest Possible Date”), unless otherwise agreed ...
Confidential Information and Non-Disparagement. The Executive agrees that:
(a) Except as may be required by the lawful order of a court or agency of competent jurisdiction, or except to the extent that the Executive has express authorization from the Company, the Executive agrees to keep secret and confidential indefinitely all non-public information (including, without limitation, information regarding litigation and pending litigation) concerning the Company and the Subsidiaries which was acquired by or disclosed to the Executive during the course of his employment with or negotiations for employment with the Company, or during the course of any consultation with the Company following his termination of employment pursuant to paragraph 8, and not to disclose the same, either directly or indirectly, to any other person, firm, or business entity, or to use it in any way.
(b) To the extent that any court or agency seeks to have the Executive disclose confidential information, he shall promptly inform the Company, and he shall take such reasonable steps to prevent disclosure of confidential information until the Company has been informed of such requested disclosure, and the Company has an opportunity to respond to such court or agency. To the extent that the Executive obtains information on behalf of the Company or any of the Subsidiaries that may be subject to attorney-client privilege as to the Company’s attorneys, the Executive shall take reasonable steps to maintain the confidentiality of such information and to preserve such privilege.
(c) Nothing in the foregoing provisions of this paragraph 7 shall be construed so as to prevent the Executive from using, in connection with his employment for himself or an employer other than the Company or any of the Subsidiaries, knowledge which is generally known (other than by reason of a violation of this paragraph 7) to persons of his experience in other companies in the same industry.
(d) During the Agreement Term and thereafter (including following Executive’s termination of employment for any reason) he will not make statements or representations, or otherwise communicate, directly or indirectly, in writing, orally, or otherwise, or take any action which may, directly or indirectly, disparage the Company or its respective officers, directors, employees, advisors, businesses or reputations. The Company agrees that, during the Agreement Term and thereafter, (including following Executive’s termination of employment for any reason) the Company (including, but ...
Confidential Information and Non-Disparagement. In accordance with NRS 600A.010 et seq. (the so-called Uniform Trade Secrets Act), the Executive shall hold in a fiduciary capacity for the benefit of the Company and its stockholders all secret, confidential, and proprietary information, knowledge, and data relating to the Company (and any of its subsidiaries or affiliates), obtained by the Executive during or by reason of the Executive's employment by the Company. During the term of this Agreement and after its expiration or termination for any reason, the Executive shall not, without the prior written consent of the Company or except as may be required by law, communicate or divulge any such information, knowledge, or data to any person or entity other than the Company (or as applicable its subsidiaries or affiliates) and those designated by them that would result in any misappropriation under and as defined in such Act, except that, while employed by the Company, in furtherance of the business and for the benefit of the Company, the Executive may provide confidential information as appropriate to attorneys, accountants, financial institutions, and other persons or entities engaged in business with the Company from time to time.
Confidential Information and Non-Disparagement. Neither party will disclose or use any confidential or proprietary information that such party obtains from or about the other or its products. Both parties agree that the existence and results of any arbitration held pursuant to this Agreement will be treated confidentially. Xxxxx will not authorize or release advertising matter or publicity nor give interviews which make reference to the details of the material terms of this Agreement, without TDA's prior written approval, although Xxxxx may, during interviews, respond, discuss and comment in a non-disparaging manner that Xxxxx is associated with TDA and its Golf Instruction Related Products.
Confidential Information and Non-Disparagement. (1) In accordance with NRS 600A.010 et seq. (the so-called Uniform Trade Secrets Act), the Executive shall hold in a fiduciary capacity for the benefit of the Company and its stockholders all secret, confidential, and proprietary information, knowledge, and data relating to the Company (and any of its subsidiaries or affiliates), obtained by the Executive during or by reason of the Executive's employment by the Company. During the term of this Agreement and after its expiration or termination for any reason, the Executive shall not, without the prior written consent of the Company or except as may be required by law, communicate or divulge any such information, knowledge, or data to any person or entity other than the Company (or as applicable its subsidiaries or affiliates) and those designated by them that would result in any misappropriation under and as defined in such Act, except that, while employed by the Company, in furtherance of the business and for the benefit of the Company, the Executive may provide confidential information as appropriate to attorneys, accountants, financial institutions, and other persons or entities engaged in business with the Company from time to time.
(2) Each of the Executive and the Company agrees that during the Term and for a period of three years following any applicable termination date, neither shall, publicly or privately, disparage or make any statements (written or oral) that could impugn the integrity, acumen (business or otherwise), ethics or business practices, of the other, except, in each case, to the extent (but solely to the extent)
(i) necessary in any judicial or arbitral action to enforce the provisions of this Agreement or (ii) in connection with any judicial, regulatory or administrative proceeding to the extent required by applicable laws. For purposes of this Section 6(c)(2), references to the Company include its officers, directors, employees, consultants and shareholders (which are reasonably known as such to the Executive) on the date hereof and hereafter.
Confidential Information and Non-Disparagement. (a) You acknowledge that, following the Termination Date, you will continue to be bound by the provisions of Section 14 of the Severance Agreement ("Confidentiality"). You shall not, between the date hereof and the Termination Date, remove any Confidential Information from the offices of the Company and you shall, on or before the Termination Date, return all Confidential Information in your possession, in whatever form, to the Company. The existence of this agreement and the terms hereof shall be considered to be Confidential Information.
(b) During the period during which you are receiving, or entitled to receive, any payments hereunder, you shall not make any statements or comments (i) to any form of media or likely to come to the attention of any form of media of a negative nature that reasonably could be considered to have an adverse impact on the business or reputation of the Company or of any officer, employee, or director thereof, or (ii) to any employee of the Company or to any supplier or customer of the Company of a negative nature that could reasonably be considered to have an adverse impact on the business of the Company or of any officer, employee, or director of the Company; provided, however, that in no event shall the foregoing limitations apply to (V) compliance with legal process or subpoena, (W) statements in response to an inquiry from a court or regulatory body, (X) in rebuttal of media stories with regard to you, (Y) to a possible future employer in connection with employment discussions, or (Z) in response to an inquiry from the Company. You acknowledge that a violation by you of the provisions of this Section 6 or of the provisions of Section 14 of the Severance Agreement would cause irreparable injury to the Company for which there would be no adequate remedy at law.
Confidential Information and Non-Disparagement. The Employee acknowledges that, during his employment with the Company, he formulated, established, and otherwise had access to and knowledge of the Company’s Confidential Information, as defined in this Agreement. The Employee further acknowledges that the preservation of the Company’s Confidential Information is of critical importance to the continued business success of the Company. Accordingly, the Employee agrees and covenants that, at all times after the Resignation Date, the Employee shall: (a) hold in strict confidence and shall not, without authorization of the Interim Chief Executive Officer (or any successor), use, disclose, communicate, or distribute, to any person or entity who is not an agent or employee of the Company, any Confidential Information; (b) not take, but shall leave with the Company, all records (including electronic data) and papers and all other items of whatever nature that contain Confidential Information; and (c) not write, confirm or otherwise communicate or publish to any person or entity any of the Company’s Confidential Information. Notwithstanding the foregoing, Employee shall not be in breach of this Agreement if the disclosure of Confidential Information is required by law or is compelled by valid legal process, or deemed necessary or advisable by Employee to the pursuit of any claims by Employee against the Company for breach of this Agreement or to enforce the terms of this Agreement, provided that the Employee provides prior written notice to the Company at Attn: Legal, 000 Xxxxx Xxxxx, Anoka, MN 55303 and the Employee has sought all reasonable safeguards against any unreasonable dissemination prior to such disclosure. The Employee’s obligations under this paragraph shall supplement, rather than supplant, any other or prior existing obligations and obligations under the law. For purposes of this agreement, “Confidential Information” means all non-public information that is not generally known in the trade or industry, is valuable to the Company, and is or was disclosed by the Company to the Employee, or obtained by, or imparted to the Employee through his employment with the Company or service on the Board of the Company, whether prepared by the Employee, the Company, the Board, or its agents or advisors, in oral, electronic, tangible or intangible form, concerning the processes, products, services, technology, or business of the Company, that is either identified by the Company as being confidential, or that would...
Confidential Information and Non-Disparagement. You further agree that if you breach the Confidential Information or Non-Disparagement of the Plan, then (a) KEMET shall be entitled to apply for an receive an injunction to restrain such breach, (b) KEMET shall not be obligated to continue the Separation Payments to you, and (c) you shall be obligated to pay to KEMET its costs and expenses in enforcing the Confidential Information and Restrictive Covenant provisions of the Plan (including court costs, expenses, and reasonable legal fees).
Confidential Information and Non-Disparagement. Neither party will disclose or use any confidential or proprietary information that such party obtains from or about the other or its products. Both parties agree that the existence and results of any arbitration held pursuant to this Agreement will be treated confidentially. Neither IGR nor TDA will authorize or release advertising matter or publicity or give interviews which make reference to the details of the material terms of this Agreement without the other party's prior written approval, although IGR may, during interviews, respond, discuss and comment in a non-disparaging manner that IGR is associated with TDA and the Products.
