Confidential Information and Non-Solicitation. (a) The Executive shall hold in a fiduciary capacity for the benefit of the Company all secret or confidential information, knowledge or data relating to the Company and its subsidiaries and affiliates, which shall have been obtained by the Executive in connection with the Executive’s employment by the Company and which shall not be or become public knowledge (other than by acts by the Executive or representatives of the Executive in violation of this Agreement). After termination of the Executive’s employment with the Company, the Executive shall not, without the prior written consent of the Company or as may otherwise be required by law or legal process, communicate or divulge any such information, knowledge or data, to anyone other than the Company and those designated by it; provided, however, that if the Executive receives actual notice that the Executive is or may be required by law or legal process to communicate or divulge any such information, knowledge or data, the Executive shall promptly so notify the Company.
(b) While employed by the Company and, for a period of one (1) year after the Date of Termination, the Executive shall not directly or indirectly solicit, induce, or encourage any employee or consultant of any member of the Company and its subsidiaries and affiliates to terminate their employment or other relationship with the Company and its subsidiaries and affiliates or to cease to render services to any member of the Company and its subsidiaries and affiliates and the Executive shall not initiate discussion with any such person for any such purpose or authorize or knowingly cooperate with the taking of any such actions by any other individual or entity. During his employment with the Company and thereafter, the Executive shall not use any trade secret of the Company or its subsidiaries or affiliates to solicit, induce, or encourage any customer, client, vendor, or other party doing business with any member of the Company and its subsidiaries and affiliates to terminate its relationship therewith or transfer its business from any member of the Company and its subsidiaries and affiliates and the Executive shall not initiate discussion with any such person for any such purpose or authorize or knowingly cooperate with the taking of any such actions by any other individual or entity.
(c) In recognition of the facts that irreparable injury will result to the Company in the event of a breach by the Executive of his obligations under Sections...
Confidential Information and Non-Solicitation. (a) In no event shall an asserted violation of the provisions of this Section 9 constitute a basis for deferring or withholding any amounts otherwise payable to the Executive under this Agreement. However, in recognition of the facts that irreparable injury will result to the Company in the event of a breach by the Executive of his obligations under Sections 9(a) and (b) of this Agreement, that monetary damages for such breach would not be readily calculable, and that the Company would not have an adequate remedy at law therefor, the Executive acknowledges, consents and agrees that in the event of such breach, or the threat thereof, the Company shall be entitled, in addition to any other legal remedies and damages available, to specific performance thereof and to temporary and permanent injunctive relief (without the necessity of posting a bond) to restrain the violation or threatened violation of such obligations by the Executive.
(b) The Employee shall, at all times during and subsequent to the Term, keep secret and retain in strictest confidence all confidential matters of the Company, and the "know-how", trade secrets, technical processes, inventions, equipment specifications, equipment designs, plans, drawings, research projects, confidential client lists, details of client, subcontractor or consultant contracts, pricing policies, operational methods, marketing plans and strategies, project development, acquisition and bidding techniques and plans, business acquisition plans, and new personnel acquisition plans of the Company and its subsidiaries and divisions (whether now known or hereafter learned by the Employee), except to the extent that (i) such information is generally available to the public without restriction, (ii) the Employee obtains confidentiality agreements with respect to such confidential information, (iii) the Employee is requested by the Board of Directors of the Company or a Committee thereof, or by the Chairman of the Company, to disclose such confidential information, (iv) such information is provided to a customer of the Company pursuant to a request received from such customer in the ordinary course of business, or (v) the Employee is under compulsion of either a court order or a governmental agency's or authority's inquiry, order or request to so disclose such information.
Confidential Information and Non-Solicitation. The Executive hereby acknowledges that the Executive has previously entered into an agreement with the Company containing confidentiality and other protective covenants (the “Confidentiality Agreement”) and that the Executive remains bound by the terms and conditions of the Confidentiality Agreement.
Confidential Information and Non-Solicitation. (a) For purposes of this Agreement, the Executive acknowledges and agrees that the terms “Confidential Information” and “Trade Secrets” shall mean information that the Company or any of its Subsidiaries owns or possesses, that it uses or is potentially useful in its business, that it treats as proprietary, private or confidential, and that is not generally known to the public. The Executive further acknowledges that the Executive’s relationship with the Company is one of confidence and trust such that the Executive has in the past been, and may in the future be, privy to Confidential Information and Trade Secrets of the Company or any of its Subsidiaries.
Confidential Information and Non-Solicitation. Executive acknowledges and reaffirms his obligation to keep confidential all non-public information concerning the Company that Executive acquired during the course of his employment with the Company, as stated more fully in the Confidentiality Agreement Executive signed at the beginning of his employment, which remains in full force and effect. Executive affirms his obligation to keep all Company Information confidential and not to disclose it to any third party in the future. The Confidentiality Agreement is incorporated herein by this reference, and Executive agrees to continue to be bound by the terms of the Confidentiality Agreement.
Confidential Information and Non-Solicitation. Employee acknowledges that in the course of his affiliation with Yuma, he has been provided with confidential and proprietary information about Yuma and its business, and that concurrently with the execution hereof and during the Employment Period of this Agreement, Employee will be provided with Confidential Information, as hereinafter defined, of which Employee has not had previous knowledge. Employee acknowledges that all Confidential Information is of great value to Yuma, and essential to Yuma's preservation of its business and goodwill. In recognition and in consideration of the foregoing and of the training and education to be provided by Yuma, Employee expressly covenants and agrees:
Confidential Information and Non-Solicitation. 9.1. Each Party (the “Receiving Party") shall treat and hold as confidential, all information which it may receive from the other Party (the “Disclosing Party") or which becomes known to it during the currency of this Agreement.
9.2. The confidential information of the Disclosing Party shall include, but is not limited to –
9.2.1. any information of a confidential and/or commercially sensitive nature, howsoever obtained or received and whether or not marked confidential;
9.2.2. all software and associated material and documentation, including the information contained therein;
9.2.3. all information relating to:
9.2.3.1. the Disclosing Party's past, present and future research and development;
9.2.3.2. the Disclosing Party's business activities, pricing, products, services, customers, as well as the Disclosing Party’s technical knowledge, policies, operations, modus operandi and trade secrets; and/or
9.2.3.3. the terms of this Agreement, whether in written, oral, magnetic, machine-readable or any other format.
9.3. The Receiving Party agrees that in order to protect the proprietary interests of the Disclosing Party in the Disclosing Party’s confidential information –
9.3.1. it shall only use the confidential information for the purposes of complying with its obligations under this Agreement;
9.3.2. it shall only make the confidential information available to those of the Receiving Party’s Personnel who are actively involved in the execution of the Receiving Party’s obligations under this Agreement and then only on a “need to know” basis;
9.3.3. it shall initiate internal security procedures reasonably acceptable to the Disclosing Party to prevent unauthorised disclosure of the Disclosing Party’s confidential information and obtain binding confidentiality undertakings from those Personnel who need to be given access to such confidential information;
9.3.4. subject to the right to make the confidential information available to its Personnel under the possession of the Receiving Party and/or its Personnel, shall be and shall at all times remain the sole and absolute property of the Disclosing Party and shall promptly be handed over to the Disclosing Party when no longer required for the purposes of this Agreement.
9.4. On termination or expiry of this Agreement, the Parties will deliver to each other or, at the other Party’s option, destroy, all originals and any copies in existence, of any and all of the confidential information in their possession, unless r...
Confidential Information and Non-Solicitation. The Employee hereby acknowledges that the Employee has previously entered into an agreement with the Company containing confidentiality and other protective covenants (the “Confidentiality Agreement”) and that the Employee remains bound by the terms and conditions of the Confidentiality Agreement.
Confidential Information and Non-Solicitation. (a) Executive agrees to keep secret and retain in the strictest confidence all Confidential Information, which relates to the Company, its Subsidiaries and affiliates. Confidential Information (a) means information (i) that is learned by Executive from the Company or any of its Subsidiaries or affiliates before or after the date of this Agreement (other than Confidential Information that was known by Executive on a nonconfidential basis prior to the disclosure thereof), (ii) that is commercially valuable to the Company and (iii) that is not published or of public record or otherwise generally known (other than through failure of Executive to fully perform his obligations hereunder) and (b) includes, without limitation, customer lists, client lists, trade secrets, pricing policies and other business affairs of the Company, its Subsidiaries and affiliates. Executive agrees not to disclose any such Confidential Information to anyone outside the Company or any of its subsidiaries or affiliates, whether during or after his period of services with the Company, except (x) as such disclosure may be required or appropriate in connection with his service or (y) when required to do so by a court of law, by any governmental agency having supervisory authority over the business of the Company or by any administrative or legislative body (including a committee thereof) with apparent jurisdiction to order him to divulge, disclose or make accessible such information. Executive agrees to give the Company advance written notice of any disclosure pursuant to clause (y) of the preceding sentence and to cooperate with any efforts by the Company to limit the extent of such disclosure. Upon request by the Company, Executive agrees to deliver promptly to the Company upon termination of his services from the Company, or at any reasonable time thereafter as the Company may request, all Company, subsidiary or affiliate memoranda, notes, records, reports, manuals, drawings, designs, computer files in any media and other documents (and all copies thereof) relating to the Company's or any Subsidiary's or affiliate's business and all property of the Company or any Subsidiary or affiliate associated therewith, which he may then possess or have under his direct control.
(b) Executive hereby covenants and agrees that, at all times during the term of this Agreement and for a one year period following his Date of Termination for any reason, Executive shall not employ or seek to employ any pe...
Confidential Information and Non-Solicitation. Employee acknowledges that in connection with his employment and in the course of his affiliation with Yuma, he will be provided with Confidential Information, as hereinafter defined, of which Employee has not had knowledge before the execution of this Agreement. Employee acknowledges that all Confidential Information is of great value to Yuma, and essential to Yuma's preservation of its business and goodwill. In recognition and in consideration of the foregoing and of the training and education to be provided by Yuma, Employee expressly covenants and agrees:
