Confidential Information, etc. (a) Employee recognizes and acknowledges that: (i) in the course of Employee’s employment by the Company it will be necessary for Employee to acquire information which could include, in whole or in part, information concerning the Company’s sales, sales volume, sales methods, sales proposals, customers and prospective customers, identity of customers and prospective customers, identity of key purchasing personnel in the employ of customers and prospective customers, amount or kind of customers’ purchases from the Company, the Company’s sources of supply, computer programs, system documentation, special hardware, product hardware, related software development, manuals, formulae, processes, methods, machines, compositions, ideas, improvements, inventions or other confidential or proprietary information belonging to the Company or relating to the Company’s affairs (collectively referred to herein as the “Confidential Information”); (ii) the Confidential Information is the property of the Company; (iii) the use, misappropriation or disclosure of the Confidential Information would constitute a breach of trust and could cause irreparable injury to the Company; and (iv) it is essential to the protection of the Company’s good will and to the maintenance of the Company’s competitive position that the Confidential Information be kept secret and that Employee not disclose the Confidential Information to others or use the Confidential Information to Employee’s own advantage or the advantage of others.
(b) Employee further recognizes and acknowledges that it is essential for the proper protection of the business of the Company that Employee be restrained (i) from soliciting or inducing any Employee of the Company or of any subsidiary of the Company (as used in Articles 7, 8 and 9, collectively, the “Company”) to leave the employ of the Company, (ii) from hiring or attempting to hire any Employee of the Company, (iii) from soliciting the trade of or trading with the customers and suppliers of the Company for any business purpose, and (iv) from competing against the Company for a reasonable period.
Confidential Information, etc. The Director shall not, either during the term of this appointment or thereafter, use to the detriment or prejudice of the Company or any member of the Group or, except in the proper course of his duties, divulge to any person any trade secret or any other confidential information concerning the business or affairs of the Company or any member of the Group which may have come to his knowledge during the term of this appointment.
Confidential Information, etc. The Participant hereby acknowledges that, during and solely as a result of the Participant’s employment by, or engagement as a Service provider with, the Company or its Subsidiaries or Affiliates, the Participant has received and will continue to receive special training and education with respect to the operations of such entity(ies) and access to confidential information and business and professional contacts, all of which is exceptionally valuable to the Company Group and vital to the success of the Company Group’s business and other related matters. In consideration of such special and unique opportunities afforded to the Participant as a result of the Participant’s employment or engagement and the grant of Restricted Stock, the Participant hereby agrees to be bound by and acknowledges the reasonableness of the following covenants, which are specifically relied upon by the Company in entering into this Agreement and as a condition to the grant of the Restricted Stock. The Participant acknowledges and agrees that each of the individual provisions of this Section 9 constitutes a separate and distinct obligation of the Participant to the Company Group, individually enforceable against the Participant.
Confidential Information, etc. Each Shareholder agrees that all information received by it pursuant to this Section 2, and any other information relating to the Company's technology, processes or formulas that is disclosed by the Company to any Shareholder in writing and is marked "Confidential," shall be considered confidential information. Each Shareholder further agrees that it shall hold all such confidential information in confidence and shall not disclose any such confidential information to any third party other than its counsel or accountants nor shall such Shareholder use such confidential information for any purpose other than evaluation of such Shareholder's investment in the Company; provided, however, that the foregoing obligation to hold in confidence and not to disclose confidential information shall not apply to any such information that (a) was known to the public prior to disclosure by the Company, (b) becomes known to the public through no fault of such Shareholder, (c) is disclosed to such Shareholder on a non-confidential basis by a third party having a legal right to make such disclosure or (d) is independently developed by such Shareholder.
Confidential Information, etc. The Participant hereby acknowledges that, during and solely as a result of the Participant’s employment by, or engagement as a Service provider with, the Company or its Subsidiaries or Affiliates, the Participant has received and will continue to receive special training and education with respect to the operations of such entity(ies) and access to confidential information and business and professional contacts, all of which is exceptionally valuable to the Company Group and vital to the success of the Company Group’s business and other related matters. In consideration of such special and unique opportunities afforded to the Participant as a result of the Participant’s employment or engagement and the grant of the Option, the Participant hereby agrees to be bound by and acknowledges the reasonableness of the following covenants, which are specifically relied upon by the Company in entering into this Agreement and as a condition to the grant of the Option. The Participant acknowledges and agrees that each of the individual provisions of this Section 11 constitutes a separate and distinct obligation of the Participant to the Company Group, individually enforceable against the Participant.
Confidential Information, etc. The Executive agrees that he shall not, during or after the termination of this Agreement, divulge, furnish or make accessible to any person, firm, Company or other business entity, any information, trade secrets, technical data or know-how relating to the business, business practices, methods, products, processes, equipment, clients' prices, lists of customers or marketing agents of the Company, terms of marketing arrangements or the attorney network list, or other confidential or secret aspect of the business of the Company and/or any subsidiary or affiliate, except as may be required in good faith in the course of his employment with the Company or by law, without the prior written consent of the Company, unless such information shall become public knowledge or becomes available from independent sources, in each case other than by reason of Executive's breach of the provisions hereof.
Confidential Information, etc. Return of Papers etc.
Confidential Information, etc. In addition to the provision set forth in Sections 6.12 and 6.13, each Investor agrees that (a) all information received by such Investor pursuant to Section 3 and (b) any other information, including without limitation information relating to the Company's customers, technology, processes or formulas, that (i) is disclosed by the Company to such Investor and (ii) is identified by the Company as being confidential or proprietary, shall be considered confidential information. Each Investor further agrees that such Investor shall hold all such confidential information in confidence and shall not disclose any such confidential information to any third party other than such Investor's counsel or accountants nor shall such Investor use such confidential information for any purpose other than evaluation of such Investor's investment in the Company; provided, however, that the foregoing obligation to hold in confidence and not to disclose confidential information shall not apply to any such information that (1) was available to the public prior to disclosure by the Company, (2) becomes available to the public through no fault of such Investor, (3) is disclosed to such Investor on a non-confidential basis by a third party, provided that the Investor determines after reasonable inquiry that the third party has a legal right to make such disclosure or (4) is independently developed by such Investor.
Confidential Information, etc. Neither party shall disclose Confidential Information to any third party that the party has received from the other party or use Confidential Information for other purposes than set forth in this Agreement. This obligation applies during the term of the Agreement and thereafter. The confidentiality obligation does, however, not apply with respect to information that a party is obliged to disclose because of law, regulations or acts of governmental authority. Each party shall ensure that its employees, consultants, suppliers and others to whom Confidential Information may be disclosed are bound by the same confidentiality obligation as the party according to this Agreement.
Confidential Information, etc. The Executive agrees that he shall not, during or after the termination of this Agreement for a period to run concurrent with the Payout Period, divulge, furnish or make accessible to any person, firm, Company or other business entity, any information, trade secrets, technical data or know-how relating to the business, business practices, methods, products, processes, equipment, clients' prices, lists of customers or marketing agents of the Company, terms of marketing arrangements or the attorney network list, or other confidential or secret aspect of the business of the Company and/or any subsidiary or affiliate, except as may be required in good faith in the course of his employment with the Company or by law, without the prior written consent of the Company, unless such information shall become public knowledge or becomes available from independent sources, in each case other than by reason of Executive's breach of the provisions hereof.
