Confidential Information and Records. 5.1. Consulting Executive represents that his employment with the Company under the terms of this Agreement will not conflict with any continuing duty(ies) or obligation(s) Consulting Executive has with any other person(s), firm(s) and/or entity(ies). Consulting Executive also represents that he has not brought to the Company (during the period before or after the Effective Date of this Agreement) any material(s) and/or document(s) of any former employer(s), or any confidential information or property belonging to other(s).
5.2. Consulting Executive also represents that he will not disclose to any person(s) or entity(ies) (other than to the Company's Board of Directors, or to others as required in the performance of his duties) any confidential or secret information with respect to the business or affairs of the Company and/or its product(s).
Confidential Information and Records. (a) Employee shall receive in confidence any and all data and information about Employer’s business that comes to Employee’s attention during Employee’s employment with Employer, including, without limitation: (i) customer lists and customer information, including names, addresses and other contact information, requirements, financial information, transaction histories, and other information relating to Employer’s relationships with customers; (ii) prospect lists and information, including names, addresses and other contact information, requirements, financial information, and other information relating to Employer’s efforts to secure business with prospects; (iii) marketing plans and concepts; (iv) fee schedules; (v) products and services in development; (vi) information concerning sales, costs, profit margins, and other financial information pertaining to Employer; and (vii) any other information Employer reasonably treats as confidential during Employee’s employment with Employer (collectively, the “Confidential Information”). Employee shall not disclose any Confidential Information to anyone except Employer or authorized representatives designated by Employer. Employee shall use such Confidential Information only in the course of Employee’s duties as an employee of Employer and in the best interests of Employer.
(b) Employee’s confidentiality obligations imposed by Section 7(a) shall continue as long as the Confidential Information remains confidential. The confidentiality obligations imposed by Section 7(a) do not apply to information that Employee can prove becomes generally known to the public other than through violation of this Agreement.
(c) The parties agree that the foregoing is intended to supplement, but not displace, Employer’s rights under the Indiana Uniform Trade Secrets Act, Ind. Code § 24-2-3, et seq., and its supplemental and successor acts.
(d) Immediately upon Employer’s request and/or termination of Employee’s employment, Employee shall return all property of Employer, including without limitation Employer-provided computers, software, cell phones, data storage devices, and all records and documents, regardless of form, that contain Confidential Information. Employee shall delete all Confidential Information from all personal computers, storage devices, PDAs, Blackberries, cell phones or other devices owned by Employee. Employee shall not maintain copies (electronic or otherwise) of any Confidential Information. In addition, Employe...
Confidential Information and Records. 5.1. Executive represents that his employment with the Company under the terms of this Agreement will not conflict with any continuing duty(ies) or obligation(s) Executive has with any other person(s), firm(s) and/or entity(ies). Executive also represents that he has not brought to the Company (during the period before or after the Effective Date of this Agreement) any material(s) and/or document(s) of any former employer(s), or any confidential information or property belonging to other(s).
5.2. Executive also represents to the Company that during the term of this Agreement, he will not, directly or indirectly, without the express prior written approval of the Board of Directors of the Company, engage or be interested in any business that is in competition with the business of the Company (whether as a principal, lender, employee, Officer, Director, partner, venturer, consultant or otherwise).
5.3. Executive also represents that during the term of this Agreement, he will promptly disclose to the Board of Directors of the Company, complete information concerning any direct interest (greater than five percent (5%)) he holds, if any, in any business which provides service(s) and/or product(s) to the Company (whether as a principal, stockholder, lender, employee, Director, Officer, partner, venturer, consultant or otherwise).
5.4. Executive also represents that he will not disclose to any person(s) or entity(ies) (other than to the Company's Board of Directors, or to others as required in the performance of his duties) any confidential or secret information with respect to the business or affairs of the Company and/or its product(s).
5.5. Executive agrees that he will not, without the prior written consent of the Company's Board of Directors, for a period of eighteen (18) months after the Termination Date, directly or indirectly disturb, entice or hire away, or in any other manner persuade, any employee(s) or consultant(s) of the Company to discontinue that person's or firm's relationship with the Company if that the employee(s) or consultant(s) were employed by the Company at any time during the twelve (12) month period prior to the Termination Date.
Confidential Information and Records a. JMLS and the Manager agree that each will acquire certain information and materials that are the confidential and proprietary information of the others (the "Confidential Information"). JMLS and the Manager each agree not to disclose or use the Confidential Information of the other except in the performance of this Agreement or with the prior, express, written consent of the other. JMLS and the Manager each agree to take all actions reasonably necessary and satisfactory to the other to protect the confidentiality of the Confidential Information of the other. JMLS and the Manager each shall assume that all information and materials exchanged are Confidential Information except that the following shall not be considered Confidential Information:
(1) Information known to the disclosee prior to the date the parties first contacted each other.
(2) Information in the public domain, through no act or omission of the party to this Agreement is required to keep such information confidential.
(3) Information received from a third party with a legal or contractual right to disclose such information.
(4) Information independently developed by the disclosee without reference to the Confidential Information.
(5) Information disclosed without restriction pursuant to judicial action or government regulation; provided, the party proposing to disclose or use such Confidential Information has notified the other party prior to such disclosure and reasonably cooperates with the others in the event the other party chooses to legally contest and avoid such disclosure.
b. All business records, information, software and systems of the Manager relating to the provision of its services under this Agreement shall remain the property of the Manager, and may be removed by the Manager from supporting the School upon any termination of this Agreement; provided, however, that JMLS shall be entitled upon reasonable written request, to access such records and make copies or extracts thereof to the extent necessary to prosecute or defend against any tax or other liabilities imposed on JMLS by any governmental authority or other party.
c. Student data in usable form and student records shall remain the property of JMLS and shall be delivered by the Manager to JMLS, upon request, following any termination of this Agreement.
d. Except as otherwise provided in this Agreement, the parties shall safeguard all records maintained by them pursuant to this Agreement for a period of time specified b...
Confidential Information and Records. Upon termination of this Agreement for any reason, each Party will deliver to the other, or destroy at the Disclosing Party’s election, all materials, reports, and other documents (including copies thereof) in its possession or control containing Confidential Information of the other Party, and each will cease to make use of the other Party’s Confidential Information, except that (i) Client will have no obligation to return or destroy or to cease to make use of any information that Client has a continuing license to use under this Agreement or that is incorporated into Master Batch Documentation, Batch Records or other Manufacturing Documents or that is included in any regulatory filing and (ii) neither Party will be obligated to return or destroy automatically generated copies stored on system back-up media.
Confidential Information and Records. 5.1. Executive represents that his employment with the Company under the terms of this Agreement will not conflict with any continuing duty(ies) or obligation(s) Executive has with any other person(s), firm(s) and/or entity(ies). Executive also represents that he has not brought to the Company (during the period before or after the Effective Date of this Agreement) any material(s) and/or document(s) of any former employer(s), or any confidential information or property belonging to other(s).
5.2. Executive also represents that during the term of this Agreement, he will promptly disclose to the Board of Directors of the Company, complete information concerning any direct interest (greater than five percent (5%)) he holds, if any, in any business which provides service(s) and/or product(s) to the Company (whether as a principal, stockholder, lender, employee, Director, Officer, partner, venturer, consultant or otherwise).
5.3. Executive also represents that he will not disclose to any person(s) or entity(ies) (other than to the Company's Board of Directors, or to others as required in the performance of his duties) any confidential or secret information with respect to the business or affairs of the Company and/or its product(s).
5.4. Executive agrees that he will not, without the prior written consent of the Company's Board of Directors, for a period of eighteen (18) months after the Termination Date, directly or indirectly disturb, entice or hire away, or in any other manner persuade, any employee(s) or consultant(s) of the Company to discontinue that person's or firm's relationship with the Company if the employee(s) and/or consultant(s) were employed by the Company at any time during the twelve (12) month period prior to the Termination Date.
Confidential Information and Records. Each party shall deliver to the other, or destroy at the Parties election, all materials, reports, and other documents (including copies thereof) in its possession or control containing Confidential Information of the other party, and each will cease to make use of the other’s Confidential Information; in particular, the Bulk Drug Substance Specifications shall be promptly returned to ZymoGenetics along with the [ * ] designated portions of this document have been omitted pursuant to a request for confidential treatment filed separately with the Commission. following records, which are to be maintained by Abbott on behalf of ZymoGenetics during the term of this Agreement: Bulk Drug Substance Specific Master Manufacturing Batch Records; Drug Product Specific Test Methods; Drug Product Specific Standard Operating Procedures; Drug Product Specific Material Specifications (in-process limits and Drug Product specifications); and Drug Product Specific Validation Protocols and Reports (Equipment, Process, Cleaning, Test Method);
Confidential Information and Records. Subject to Section 12.7(c), each Party shall deliver to the other, or destroy at the Parties election, all materials, reports, and other documents (including copies thereof) in its possession or control containing Confidential Information of the other Party, and each will cease to make use of the other’s Confidential Information; in particular, the Bulk Drug Substance Specifications shall be promptly returned to Seattle Genetics along with the following records, which are to be maintained by Abbott on behalf of Seattle Genetics during the Term: Bulk Drug Substance Specific Master Manufacturing Batch Records; Drug Product Specific Test Methods; Drug Product Specific Standard Operating Procedures; Drug Product Specific Material Specifications (in-process limits and Drug Product specifications); and Drug Product Specific Validation Protocols and Reports (Equipment, Process, Cleaning, Test Method);
Confidential Information and Records. The parties agree to abide by all applicable laws such as Family Educational Rights and Privacy Act (“FERPA”) and the Health Insurance Portability and Accountability Act (“HIPPA”) of 1996. BACKGROUND SCREENING REQUIREMENTS: The parties agree that each of its employees, or representatives who has direct contact with students, must comply with the requirements of Xxxxxxx Xxxxxxxx Act, 1012.465 F.S. The AFFILIATING AGENCY must fill out the Certification of Background Investigation Compliance by the Affiliating Agency (Attachment C) hereby attached and incorporated into this agreement. The BOARD must fill out the Certification of Background Investigation Compliance by the Board (Attachment D) hereby attached and incorporated into this agreement.
Confidential Information and Records. Subject to Section 12.7(c), each Party shall deliver to the other, or destroy at the Parties election, all materials, reports, and other documents (including copies thereof except that either Party may keep one copy of Confidential Information for its archival purposes subject to the confidentiality provisions in this Agreement) in its possession or control containing Confidential Information of the other Party, and each will cease to make use of the other’s Confidential Information; in particular, the Bulk Drug Substance Specifications shall be promptly returned to Seattle Genetics along with the following records, which are to be maintained by Abbott on behalf of Seattle Genetics during the Term: Bulk Drug Substance Specific Master Manufacturing Batch Records; Drug Product Specific Test Methods; Drug Product Specific Standard Operating Procedures; Drug Product Specific Material Specifications (in-process limits and Drug Product specifications); and Drug Product Specific Validation Protocols and Reports (Equipment, Process, Cleaning, Test Method);
