Common use of Confidential Information, Employer Property and Assignment of Rights to Intellectual Property Clause in Contracts

Confidential Information, Employer Property and Assignment of Rights to Intellectual Property. 6.1 Without the prior written consent of the Board, the Executive shall not during the Term or at any time thereafter divulge, furnish, disclose or make accessible (other than in the ordinary course of the business of the Employer during the Term) to anyone for use in any way any Confidential Information. For the purposes of this Agreement, “Confidential Information” means any and all information of the Employer and/or any Affiliates that is not generally known by those with whom those entities compete or do business, or with whom they plan to compete or do business, and any and all information, publicly known in whole or in part or not, which, if disclosed would assist in competition against them. Without limiting the generality of the foregoing, Confidential Information includes all information, whether developed by the Executive or by others, concerning any trade secrets, confidential or secret designs, information related to the siting of new or existing restaurants, processes, formulae, software or computer programs, plans, devices or material (whether or not patented or patentable, copyrighted or copyrightable) directly or indirectly useful in any aspect of the business of the Employer or any Affiliates, any confidential customer or supplier lists of the Employer or any Affiliates, any terms of any relationship with any current or future supplier of the Employer or any Affiliates, any confidential or secret development or research work of the Employer or any Affiliates, or any other confidential, secret or nonpublic aspects of the current and prospective business of the Employer or any Affiliates. The Executive acknowledges that the above-described knowledge and information constitutes a unique and valuable asset of the Employer and Affiliates acquired at great time and expense by the Employer and Affiliates, and that any disclosure or other use of such knowledge or information other than for the sole benefit of the applicable Employer or Affiliate entity would be wrongful and would cause irreparable harm to the Employer and Affiliates. The foregoing obligations of confidentiality, however, shall not apply to any knowledge or information which becomes publicly available, other than as a direct or indirect result of the breach of this Agreement by the Executive. For the avoidance of doubt, nothing in this Agreement limits, restricts or in any other way affects the Executive communicating with any governmental agency or entity, or communicating with any official or staff person of a governmental agency or entity, concerning matters relevant to the governmental agency or entity. The Executive understands that, notwithstanding anything contained in this Agreement, the Executive will not be held criminally or civilly liable under any federal or state trade secret law for disclosing a trade secret in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney, in each case solely for the purpose of reporting or investigating a suspected violation of law, or for disclosing a trade secret in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. The Executive further understands that, notwithstanding anything contained in this Agreement, the Executive may disclose a trade secret to his attorney in connection with filing a lawsuit for retaliation for reporting a suspected violation of law, and the Executive may use such trade secret in that court proceeding, so long as any document containing such trade secret is filed under seal and the Executive does not otherwise disclose such trade secret, except pursuant to court order. Notwithstanding this immunity from liability, the Executive understands that he may be held liable if he unlawfully access trade secrets by unauthorized means.

Confidential Information, Employer Property and Assignment of Rights to Intellectual Property. 6.1 Without the prior written consent of the Board, the Executive shall not during the Term or at any time thereafter divulge, furnish, disclose or make accessible (other than in the ordinary course of the business of the Employer during the Term) to anyone for use in any way any Confidential Information. For the purposes of this Agreement, “Confidential Information” means any and all information of the Employer and/or any Affiliates that is not generally known by those with whom those entities compete or do business, or with whom they plan to compete or do business, and any and all information, publicly known in whole or in part or not, which, if disclosed would assist in competition against them. Without limiting the generality of the foregoing, Confidential Information includes all information, whether developed by the Executive or by others, concerning any trade secrets, confidential or secret designs, information related to the siting of new or existing restaurants, processes, formulae, software or computer programs, plans, devices or material (whether or not patented or patentable, copyrighted or copyrightable) directly or indirectly useful in any aspect of the business of the Employer or any Affiliates, any confidential customer or supplier lists of the Employer or any Affiliates, any terms of any relationship with any current or future supplier of the Employer or any Affiliates, any confidential or secret development or research work of the Employer or any Affiliates, or any other confidential, secret or nonpublic aspects of the current and prospective business of the Employer or any Affiliates. The Executive acknowledges that the above-described knowledge and information constitutes a unique and valuable asset of the Employer and Affiliates acquired at great time and expense by the Employer and Affiliates, and that any disclosure or other use of such knowledge or information other than for the sole benefit of the applicable Employer or Affiliate entity would be wrongful and would cause irreparable harm to the Employer and Affiliates. The foregoing obligations of confidentiality, however, shall not apply to any knowledge or information which becomes publicly available, other than as a direct or indirect result of the breach of this Agreement by the Executive. For the avoidance of doubt, nothing Nothing in this Agreement limits, restricts or in any other way affects shall prevent the Executive communicating with from disclosing Confidential Information to the extent such disclosure is required by law or any governmental agency or entity, or communicating with any official or staff person order of a governmental agency court or entitygovernment authority with jurisdiction; provided, concerning matters relevant to however, that in the governmental agency or entity. The Executive understands that, notwithstanding anything contained in this Agreement, event the Executive will not be held criminally or civilly liable under becomes legally compelled to disclose any federal or state trade secret law for disclosing such information, then prior to making such required disclosure he shall, if possible, provide the Employer with prompt written notice thereof so that the Employer may seek a trade secret in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney, in each case solely for the purpose of reporting or investigating a suspected violation of law, or for disclosing a trade secret in a complaint protective order or other document filed appropriate remedy prior to any such disclosure; and provided, further, that in a lawsuit the event such protective order or other proceeding, if such filing remedy is made under seal. The Executive further understands that, notwithstanding anything contained in this Agreement, not obtained the Executive may disclose a trade secret shall furnish only that information which is legally required and will exercise reasonable efforts to his attorney in connection with filing a lawsuit for retaliation for reporting a suspected violation of law, and the Executive may use obtain reliable assurance that confidential treatment will be accorded such trade secret in that court proceeding, so long as any document containing such trade secret is filed under seal and the Executive does not otherwise disclose such trade secret, except pursuant to court order. Notwithstanding this immunity from liability, the Executive understands that he may be held liable if he unlawfully access trade secrets by unauthorized meansinformation.

Confidential Information, Employer Property and Assignment of Rights to Intellectual Property. 6.1 Without the prior written consent of the Board, the Executive shall not during the Term or at any time thereafter divulge, furnish, disclose or make accessible (other than in the ordinary course of the business of the Employer during the Term) to anyone for use in any way any Confidential Information. For the purposes of this Agreement, “Confidential Information” means any and all information of the Employer and/or any Affiliates that is not generally known by those with whom those entities compete or do business, or with whom they plan to compete or do business, and any and all information, publicly known in whole or in part or not, which, if disclosed would assist in competition against them. Without limiting the generality of the foregoing, Confidential Information includes all information, whether developed by the Executive or by others, concerning any trade secrets, confidential or secret designs, information related to the siting of new or existing restaurants, processes, formulae, software or computer programs, plans, devices or material (whether or not patented or patentable, copyrighted or copyrightable) directly or indirectly useful in any aspect of the business of the Employer or any Affiliates, any confidential customer or supplier lists of the Employer or any Affiliates, any terms of any relationship with any current or future supplier of the Employer or any Affiliates, any confidential or secret development or research work of the Employer or any Affiliates, or any other confidential, secret or nonpublic aspects of the current and prospective business of the Employer or any Affiliates. The Executive acknowledges that the above-described knowledge and information constitutes a unique and valuable asset of the Employer and Affiliates acquired at great time and expense by the Employer and Affiliates, and that any disclosure or other use of such knowledge or information other than for the sole benefit of the applicable Employer or Affiliate entity would be wrongful and would cause irreparable harm to the Employer and Affiliates. The foregoing obligations of confidentiality, however, shall not apply to any knowledge or information which becomes publicly available, other than as a direct or indirect result of the breach of this Agreement by the Executive. For the avoidance of doubt, nothing in this Agreement limits, restricts or in any other way affects the Executive communicating with any governmental agency or entity, or communicating with any official or staff person of a governmental agency or entity, concerning matters relevant to the governmental agency or entity. The Executive understands that, notwithstanding anything contained in this Agreement, the Executive will not be held criminally or civilly liable under any federal or state trade secret law for disclosing a trade secret in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney, in each case solely for the purpose of reporting or investigating a suspected violation of law, or for disclosing a trade secret in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. The Executive further understands that, notwithstanding anything contained in this Agreement, the Executive may disclose a trade secret to his attorney in connection with filing a lawsuit for retaliation for reporting a suspected violation of law, and the Executive may use such trade secret in that court proceeding, so long as any document containing such trade secret is filed under seal and the Executive does not otherwise disclose such trade secret, except pursuant to court order. Notwithstanding this immunity from liability, the Executive understands that he may be held liable if he unlawfully access trade secrets by unauthorized means.and