Confidential Information; Covenant not to Disclose Sample Clauses

Confidential Information; Covenant not to Disclose. The Executive covenants and undertakes that he will not at any time during or after the termination of his employment hereunder reveal, divulge, or make known to any person, firm, corporation, or other business organization (other than the Company or its affiliates, if any), or use for his own account any customer lists, trade secrets, or any secret or any confidential information of any kind used by the Company during his employment by the Company, and made known (whether or not with the knowledge and permission of the Company, whether or not developed, devised, or otherwise created in whole or in part by the efforts of the Executive, and whether or not a matter of public knowledge unless as a result of authorized disclosure) to the Executive by reason of his employment by the Company. The Executive further covenants and agrees that he shall retain such knowledge and information which he has acquired or shall acquire and develop during his employment respecting such customer lists, trade secrets, and secret or confidential information in trust for the sole benefit of the Company, its successors and assigns.
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Confidential Information; Covenant not to Disclose. The Executive covenants and undertakes that she will not at any time during or after the termination of her employment hereunder reveal, divulge, or make known to any person, firm, corporation, or business organization (other than the Company or its affiliates, if any), or use for her own account any customer lists, trade secrets, or any secret or any confidential information of any kind used by the Company during her employment by the Company, and made known (whether or not with the knowledge and permission of the Company, whether or not developed, devised, or otherwise created in whole or in part by the efforts of the Executive, and whether or not a matter of public knowledge unless as a result of authorized disclosure) to the Executive by reason of her employment by the Company. In the event that the Executive shall be required to make a disclosure pursuant to the provisions of clause (ii) above, the Executive promptly, but in no event more than two business days after learning of such subpoena, court order or other government process nor less than 24 hours prior to the return date for any such subpoena, court order or other government process, shall notify (by personal delivery or by telecopy, confirmed by mail) the Company and, at the Company’s expense, the Executive shall (1) take all necessary steps requested by the Company to defend against the enforcement of such subpoena, court order or government process, and (2) permit the Company to intervene and participate with counsel of its choice in any proceeding relating to the enforcement thereof. The Executive further covenants and agrees that she shall retain such knowledge and information which she has acquired or shall acquire and develop during her employment respecting such customer lists, trade secrets, and secret or confidential information in trust for the sole benefit of the Company, its successors and assigns. Upon termination of her employment with the Company, or at any time the Company may so request, the Executive will promptly deliver to the Company all data, memoranda, notes, record, reports, manuals, drawings, blueprints and other documents and all computer software, hardware and discs and any other memory storage facility (and all copies thereof) relating to the business of the Company and all property associated therewith, which she may then possess or have under her control, other than information relating to her own compensation and employee benefits.
Sample 1
Confidential Information; Covenant not to Disclose. 8.2.1. During the term of this Agreement and thereafter, Executive agrees not to divulge, furnish or make accessible to anyone (other than in the regular course of business of the Company and its Affiliates) any knowledge or information (whether or not in writing) relating to the business and affairs of the Company, including, without limitation, knowledge or information with respect to a customer lists, price lists, trade secrets, formulae, computer programs, intellectual or industrial property, designs, processes, plans or materials (collectively, "Company Property") of the Company, its parent or any of its Affiliates, or with respect to any other material proprietary, confidential or non-public aspects of the business or affairs of the Company and any of its Affiliates. 8.2.2. Any Company Property (whether or not protected or eligible for protection by common law or by registered patent, trademark or copyright), relating to the business of the Company or any of its Affiliates, which Executive may acquire knowledge of, become privy to, develop or produce while in the employ of the Company, shall be and remain the exclusive property, right, title and interest of Company. Executive agrees promptly to execute and deliver to the Company, at the Company's expense, any and all instruments deemed necessary or convenient by the Company to effect the disclosure and assignment of all such Company Property to it. 8.2.3. Executive agrees that during the term (including any renewal term) of this Agreement and for a period of five (5) years thereafter, or, if Executive's employment by the Company shall be longer than said term, then for a period of five (5) years following the termination or expiration of his employment by the Company (whether pursuant to the terms of this Agreement or otherwise), he will not: (a) directly or indirectly solicit, encourage, assist, entice, raid or induce any executive, managerial or supervisory level employee of the Company or any Affiliate to be employed by any person, firm or corporation other than the Company or any Affiliate; (b) directly or indirectly approach any employee of the Company or any Affiliate for the purposes specified in Clause (a) above; or (c) authorize or knowingly approve the taking of any of the action specified in Clause (a) above by other persons on behalf of any person, firm or corporation, or assist any person, firm or corporation in taking any such action. 8.2.4. Executive agrees that during the term of his ...
Sample 1
Confidential Information; Covenant not to Disclose. Physician Office warrants that Health Information accessed by its Authorized Users will be kept confidential and not be further disclosed to anyone, except as required by Law. Physician Office understands and agrees that any request made by or on behalf of a patient for access to information maintained in the System must be immediately referred to Xxxxxx. Physician Office acknowledges that it, its Authorized Users, employees, agents and contractors have no authority to grant access to the System or System information. Physician Office further agrees that if it has a legal obligation to disclose any Health Information to a third party, it will notify Xxxxxx promptly, in advance of the proposed disclosure date, so that the rights of Xxxxxx and the individual to whom the Health Information relates will not be prejudiced. If Xxxxxx or the individual objects to the release of such Health Information, Physician Office agrees to provide reasonable assistance, including reasonable assistance with information necessary to seek protective orders or other material in connection with the objection. Disclosures prohibited by law (including, but not limited to, information protected by HIPAA or the federal regulations on Alcohol and Drug Abuse Patient Records at 42 C.F.R. Part 2) are prohibited under this Agreement. The terms of this Section shall survive the termination or expiration of this Agreement.
Sample 1
Confidential Information; Covenant not to Disclose. Consultant recognizes and acknowledges that he will have access to certain Confidential Information of the Company, and that such information constitutes valuable, special and unique property of the Company. Consultant agrees that he will not during the term of appointment or at any time thereafter use, disseminate or disclose any such Confidential Information to any party not associated with the Company for any reason or purpose whatsoever. Nothing herein shall be construed as prohibiting the Company from pursuing any other remedies available to the Company for such breach or threatened breach. Upon termination of his appointment by the Company, all documents, records, notebooks and similar repositories of or containing confidential information, including copies thereof, then in Consultant's possession, whether prepared by him or other, will be left with the Company. As used herein, "Confidential Information" means information disclosed to Consultant or known by Consultant as a consequence of or through his association with the Company, not generally known in the industry in which the Company is or may become engaged, about the Company's products, processes or services, including information relating to research, development, inventions, manufacturing, purchasing, accounting, engineering, marketing, merchandising and selling.
Sample 1
Confidential Information; Covenant not to Disclose. You covenant and undertake that you will not at any time during nor after the termination of this Agreement reveal, divulge, or make known to any person, firm, corporation, or other business organization (other than Dium or its affiliates), or use for any purpose other than the sole benefit of Dium any Confidential Information (as hereinafter defined) of any kind used by Dium during the term and made known (whether or not with the knowledge and permission of Dium, whether or not developed, devised, or otherwise created in whole or in part by your efforts, and whether or not a matter of public knowledge unless as a result of authorized disclosure) to you. You further covenant and agree that you shall retain such Confidential Information in trust for the sole benefit of Dium, its successors and assigns. The terms of this section shall survive the termination or expiration of this Agreement.
Sample 1

Related to Confidential Information; Covenant not to Disclose

  • Covenant Not to Disclose Confidential Information The Employee ------------------------------------------------- acknowledges that during the course of his employment with the Company he has or will have access to and knowledge of certain information and data which the Company or any subsidiary, parent or affiliate of the Company considers confidential and that the release of such information or data to unauthorized persons would be extremely detrimental to the Company. As a consequence, the Employee hereby agrees and acknowledges that he owes a duty to the Company not to disclose, and agrees that, during or after the term of his employment, without the prior written consent of the Company, he will not communicate, publish or disclose, to any person anywhere or use any Confidential Information (as hereinafter defined) for any purpose other than carrying out his duties as contemplated by this Agreement. The Employee will use his best efforts at all times to hold in confidence and to safeguard any Confidential Information from falling into the hands of any unauthorized person and, in particular, will not permit any Confidential Information to be read, duplicated or copied. The Employee will return to the Company all Confidential Information in the Employee's possession or under the Employee's control when the duties of the Employee no longer require the Employee's possession thereof, or whenever the Company shall so request, and in any event will promptly return all such Confidential Information if the Employee's relationship with the Company is terminated for any or no reason and will not retain any copies thereof. For purposes hereof the term "Confidential Information" shall mean any information or data used by or belonging or relating to the Company or any subsidiary, parent or affiliate of the Company that is not known generally to the industry in which the Company or any subsidiary, parent or affiliate of the Company is or may be engaged, including without limitation, any and all trade secrets, proprietary data and information relating to the Company's or any subsidiary, parent or affiliate of the Company's past, present or future business and products, price lists, customer lists, processes, procedures or standards, know- how, manuals, business strategies, records, drawings, specifications, designs, financial information, whether or not reduced to writing, or information or data which the Company or any subsidiary, parent or affiliate of the Company advises the Employee should be treated as confidential information.

  • Company Confidential Information The Subscriber acknowledges that the Company is engaged in business development including programs of research and development and the marketing of products and services. The Subscriber also recognizes the importance of protecting the Company’s trade secrets, confidential information and other proprietary information and related rights acquired through such Company’s expenditure of time, effort and money. Therefore, in consideration of the Company permitting the Subscriber to submit this subscription and have access to the Company’s information and/or Company’s confidential information otherwise coming to the Subscriber, the Subscriber agrees to be bound by the following terms and conditions with respect to the Company:

  • Restricted Use of Confidential Information (a) Each Receiving Party acknowledges the confidential and proprietary nature of the Confidential Information of the Disclosing Party and agrees that such Confidential Information (i) shall be kept confidential by the Receiving Party; (ii) shall not be used for any reason or purpose other than to evaluate and consummate the Contemplated Transactions; and (iii) without limiting the foregoing, shall not be disclosed by the Receiving Party to any Person, except in each case as otherwise expressly permitted by the terms of this Agreement or with the prior written consent of an authorized representative of Seller with respect to Confidential Information of Seller(each, a "Seller Contact") or an authorized representative of Buyer with respect to Confidential Information of Buyer (each, a "Buyer Contact"). Each of Buyer and Seller shall disclose the Confidential Information of the other party only to its Representatives who require such material for the purpose of evaluating the transactions contemplated herein and are informed by Buyer or Seller, as the case may be, of the obligations of this Article 12 with respect to such information. Each of Buyer and Seller shall (iv) enforce the terms of this Article 12 as to its respective representatives; (v) take such action to the extent necessary to cause its representatives to comply with the terms and conditions of this Article 12; and (vi) be responsible and liable for any breach of the provisions of this Article 12 by it or its representatives. (b) Unless and until this Agreement is terminated, Seller shall maintain as confidential any Confidential Information (including for this purpose any information of Seller of the type referred to in Sections 12.l(a)(i), (ii) and (iii), whether or not disclosed to Buyer) of the Seller or Shareholders relating to any of the Assets or the Assumed Liabilities. (c) From and after the Closing, the provisions of Section 12.2(a) above shall not apply to or restrict in any manner Buyer's use of any Confidential Information of the Seller relating to any of the Assets or the Assumed Liabilities.

  • Confidential Information Breach This shall mean, generally, an instance where an unauthorized person or entity accesses Confidential Information in any manner, including but not limited to the following occurrences: (1) any Confidential Information that is not encrypted or protected is misplaced, lost, stolen or in any way compromised; (2)one or more third parties have had access to or taken control or possession of any Confidential Information that is not encrypted or protected without prior written authorization from the State; (3) the unauthorized acquisition of encrypted or protected Confidential Information together with the confidential process or key that is capable of compromising the integrity of the Confidential Information; or (4) if there is a substantial risk of identity theft or fraud to the Client Agency, the Contractor, DAS or State.

  • Release of Confidential Information No Party shall release or disclose Confidential Information to any other person, except to its Affiliates (limited by FERC Standards of Conduct requirements), subcontractors, employees, consultants, or to parties who may be considering providing financing to or equity participation with Developer, or to potential purchasers or assignees of a Party, on a need-to-know basis in connection with this Agreement, unless such person has first been advised of the confidentiality provisions of this Article 22 and has agreed to comply with such provisions. Notwithstanding the foregoing, a Party providing Confidential Information to any person shall remain primarily responsible for any release of Confidential Information in contravention of this Article 22.

  • Confidential Information; Non-Disclosure In consideration of your access to certain Confidential Information (as defined below) of the Company, in connection with your business relationship with the Company, you hereby represent and agree as follows:

  • Proprietary Information; Confidentiality All drawings, models, documents, confidential records, software and other information supplied by Seller are supplied on the express understanding that all copyright and design rights are reserved to Seller and that Buyer will not, without the written consent of Seller, either give away, loan, exhibit, or sell such drawings, models, documents, confidential records, computer software or other information or extracts therefrom or copies thereof or use them in any way except in connection with the Goods in respect of which they are issued. Buyer shall consider all information furnished by Seller, which was not previously publicly disclosed by Seller, to be confidential and shall not copy nor disclose any such information to any other person, nor use any such information for commercial purposes, nor make copies of such information without written permission from Seller. Buyer shall not disclose any information relating to any order without Seller’s written permission. Unless otherwise agreed in writing by the parties, no commercial, financial or technical information disclosed in any manner or at any time by Buyer to Seller shall be deemed secret or confidential and Buyer shall have no rights against Seller with respect thereto.

  • E4 Confidential Information Except to the extent set out in this clause or where disclosure is expressly permitted elsewhere in this Contract, each Party shall:

  • Confidential Information Agreement Executive’s receipt of any payments or benefits under Section 6 will be subject to Executive continuing to comply with the terms of Confidential Information Agreement (as defined in Section 10).

  • Use of Confidential Information 7.1 Each Party may be given access to Confidential Information from the other Party in order to perform its obligations under this Agreement. The Party that receives Confidential Information shall be known as “Receiving Party”. The Party that discloses Confidential Information shall be known as “Disclosing Party”. 7.2 The Receiving Party acknowledges that the Confidential Information is received on a confidential basis, and that the Disclosing Party shall remain the exclusive owner of its Confidential Information and of Intellectual Property rights contained therein. No license or conveyance of any such rights to the Receiving Party is granted or implied under this Agreement. 7.3 The Receiving Party shall: (a) use the Confidential Information of the Disclosing Party only for purposes of complying with its obligations under this Agreement and, without limiting the generality of the foregoing, shall not, directly or indirectly, deal with, use, exploit or disclose such Confidential Information or any part thereof to any person or entity or for any purpose whatsoever (or in any manner which would benefit any competitor of the Disclosing Party) except as expressly permitted hereunder or unless and until expressly authorized in writing to do so by the Disclosing Party; (b) use reasonable efforts to treat, and to cause all its officers, agents, servants, employees, professional advisors and contractors and prospective contractors to treat, as strictly confidential all Confidential Information. In no event shall such efforts be less than the degree of care and discretion as the Receiving Party exercises in protecting its own valuable confidential information. Any contractors engaged by or prospective contractors to be engaged by the Receiving Party in connection with the performance of the Services shall be required to assume obligations of secrecy equal to or greater than the obligations that the Receiving Party has assumed in this Agreement with respect to the Confidential Information; (c) not, without the prior written consent of the Disclosing Party, disclose or otherwise make available the Disclosing Party’s Confidential Information or any part thereof to any party other than those of its directors, officers, agents, servants, employees, professional advisors, contractors or prospective contractors who need to know the Confidential Information for the purposes set forth herein; (d) not copy or reproduce in any manner whatsoever the Confidential Information of the Disclosing Party or any part thereof without the prior written consent of the Disclosing Party, except where required for its own internal use in accordance with this Agreement; and (e) promptly, upon termination or expiration of this Agreement, return and confirm in writing the return of all originals, copies, reproductions and summaries of Confidential Information or, or at the option of the Disclosing Party, destroy and confirm in writing the destruction of the Confidential Information (this sub- clause being applicable only on the User). 7.4 Provided, however that nothing herein shall restrict in any manner the ability of either Party to use or disclose Confidential Information owned by it in any manner whatsoever, and the obligations of confidentiality herein shall apply to each Party only to the extent that the Confidential Information or portion thereof is not owned by that particular Party.

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