Confidential Information Intellectual Property. You acknowledge and agree that, as a result of your employment, you will have access to trade secrets and other confidential or proprietary information of the Company and its customers and vendors (“Confidential Information”). Such information includes, but is not limited to: (i) customers and clients and customer or client lists, (ii) accounting and business methods, (iii) services or products and the marketing of such services and products, (iv) fees, costs and pricing structures, (v) designs, (vi) analysis, (vii) drawings, photographs and reports, (viii) computer software, including operating systems, applications and program listings, (ix) flow charts, manuals and documentation, (x) databases, (xi) inventions, devices, new developments, methods and processes, whether patentable or unpatentable and whether or not reduced to practice, (xii) copyrightable works, (xiii) all technology and trade secrets, and (xiv) all similar and related information in whatever form. You agree that you shall not disclose or use at any time, either during your employment with the Company or thereafter, any Confidential Information, except to the extent that such disclosure or use is directly related to the Company’s business, or unless required to by law, or unless and to the extent that the Confidential Information in question has become generally known to and available for use by the public other than as a result of your acts or omissions to act. In addition, you further agree that any invention, design or innovation that you conceive or devise from your use of Company time, equipment, facilities or support services belong exclusively to the Company, and that it may not be used for your personal benefit, the benefit of a competitor, or for the benefit of any person or entity other than the Company.
Confidential Information Intellectual Property. X. Xxxxxx acknowledges that during the course of her employment with the Company, she will be given or will have access to non-public and confidential business information of the Company which will include information concerning pending or potential transactions, financial information concerning the Company, information concerning the Company’s product formulas and processes, information concerning the Company’s business plans and strategies, information concerning Company personnel and vendors, and other non-public proprietary information of the Company (all collectively called “Confidential Information”). All of the Confidential Information constitutes “trade secrets” under the Uniform Trade Secrets Act. Modaro covenants and agrees that during and after the term of her employment by the Company she will not disclose such information or any part thereof to anyone outside the Company or use such information for any purpose other than the furtherance of the Company’s interests without the prior written consent of the CEO or Board.
X. Xxxxxx further covenants that for a period of one (1) year after her employment by the Company terminates, she will not, directly or indirectly, overtly or tacitly, induce, attempt to induce, solicit or encourage, or assist anyone in soliciting or encouraging (i) any customer of the Company to cease doing business with, or not to do business with, the Company or (ii) any employee of the Company to leave the Company.
C. The Company and Modaro agree that the covenants set forth in this Section 10 are reasonably necessary for the protection of the Company’s Confidential Information and that a breach of the foregoing covenants will cause the Company irreparable damage not compensable by monetary damages, and that in the event of such breach or threatened breach, at the Company’s election, an action may be brought in a court of competent jurisdiction seeking a temporary restraining order and a preliminary injunction against such breach or threatened breach notwithstanding the arbitration provision of Section 12F below. Upon the court’s decision on the application for a preliminary injunction, the court action shall be stayed and the remainder of the dispute submitted to arbitration under Section 12F. The prevailing party in such legal action shall be entitled to recover its costs of suit including reasonable attorneys’ fees.
D. The Company shall own all rights in and to the results, proceeds and products of Modaro’s services hereund...
Confidential Information Intellectual Property. (a) A party must keep the other party’s confidential information confidential and only disclose or use it solely to meet its obligations under this Agreement. We may disclose confidential information to our Related Bodies Corporate.
(b) Before a party discloses confidential information to a third party, they must tell them that it is the other party’s confidential information and that it must only be used solely to assist the disclosing party to meet its obligations under this Agreement.
(c) If we give you any material or information of any kind (including manuals and maintenance procedures), you can only use it (and you must ensure that your personnel only use it to assist you to use it) solely for the purposes of this Agreement. We reserve all other rights in it.
Confidential Information Intellectual Property. X. Xxxxxxxx acknowledges that during the course of his employment with the Company, he will be given or will have access to non-public and confidential business information of the Company and CBI which will include information concerning pending or potential transactions, financial information concerning the Company and CBI, information concerning the Company’s and CBI’s product formulas and processes, information concerning the Company’s and CBI’s business plans and strategies, information concerning Company and CBI personnel and vendors, and other non-public proprietary information of the Company and CBI (all collectively called “Confidential Information”). All of the Confidential Information constitutes “trade secrets” under the Uniform Trade Secrets Act. Xxxxxxxx covenants and agrees that during and after the term of his employment by the Company he will not disclose Confidential Information or any part thereof to anyone outside the Company or CBI or use such Confidential Information for any purpose other than the furtherance of the Company’s interests without the prior written consent of the Committee, the Board or the permanent Chief Executive Officer, as applicable.
X. Xxxxxxxx further covenants that for a period of two (2) years after his employment by the Company terminates, he will not, directly or indirectly, overtly or tacitly, induce, attempt to induce, solicit or encourage (i) any customer or prospective customer of the Company or CBI to cease doing business with, or not to do business with, the Company or CBI or (ii) any employee of the Company or CBI to leave the Company or CBI.
C. The Company and Xxxxxxxx agree that the covenants set forth in this Section 11 are reasonably necessary for the protection of the Company’s Confidential Information and that a breach of the foregoing covenants will cause the Company irreparable damage not compensable by monetary damages, and that in the event of such breach or threatened breach, at the Company’s election, an action may be brought in a court of competent jurisdiction seeking a temporary restraining order and a preliminary injunction against such breach or threatened breach notwithstanding the arbitration and reference provisions of Section 13F below. Upon the court’s decision on the application for a preliminary injunction, the court action shall be stayed and the remainder of the dispute submitted to arbitration or reference under Section 13F. The prevailing party in such legal action shall be en...
Confidential Information Intellectual Property. Seller acknowledges and agrees that all specifications, drawings, diagrams, schematics, sketches, models, molds, tools, samples, designs, technical information, data, business plans, financials or other confidential information (“Confidential Information”), furnished in writing, orally or otherwise, by Buyer or on Buyer’s behalf, is and shall remain Buyer’s sole and exclusive property, and shall be returned promptly to Buyer or Buyer’s designee (together with all copies) upon Buyer’s request. Seller agrees to hold Confidential Information in the strictest confidence, not to disclose Confidential Information to third parties except as required by law, and to use Confidential Information solely for the purpose of performing the Purchase Order. Seller shall not, without obtaining written consent of Buyer, in any manner advertise or publish information about the Buyer or its products, its business relationship with Buyer, or that Seller has furnished products to Buyer hereunder.
Confidential Information Intellectual Property a. Employee acknowledges that Employee will have access to various confidential or proprietary information concerning Employer of a special and unique value, which information may include, without limitation, (i) books and records relating to operations, financial condition, sales, personnel, payroll and management, (ii) policies and matters relating to the operations of Employer; (iii) various trade or business secrets, including business strategies, insurance policies and products, plans and programs, business opportunities, marketing or business diversification plans, business development and bidding techniques, methods and processes, financial data and the like, and (iv) selling techniques, operations information, sales information, distribution information, customer and prospect lists, customer needs, marketing concepts, and methods and techniques in conducting Employer’s business operations and similar materials (all such information concerning Employer being hereinafter collectively referred to as the “Protected Information”). Employee further recognized, acknowledges and agrees that all aspects of Employer’s business operations are, and shall remain, as between Employer and Employee, Employer’s exclusive property and are special and unique.
b. Employee shall not following the termination of his employment, knowingly make any independent use of or disclose to any other person or organization any of the Protected Information.
c. Employee shall promptly disclose to Employer any and all strategies, policies, plans, programs and systems, marketing concepts and other ideas and improvements to Employer’s business operations, whether or not capable of being protected under any intellectual property law or common law concepts, which are conceived or made by Employee, solely or jointly with another person, during the period of Employee’s employment with Employer and Employee hereby assigns and agrees to assign all Employee’s interests therein to Employer or to Employer’s designee. Employee shall execute any and all applications, assignments or other instruments which Employer shall deem necessary to protect Employer’s interest therein.
Confidential Information Intellectual Property. In connection with this Agreement, and as a condition to Company continuing to employ Executive, Executive will execute and deliver a confidential information and intellectual property agreement under which Executive will agree (i) during the term of his employment with the Company and thereafter, to not use any Company information, except for the purposes of performing his duties and services for the Company, and never in competition with the Company; and (ii) that all developments, know-how, research, processes, or other concepts developed by Executive during the course and scope of his employment with Company, shall be the exclusive property of the Company. A breach of said companion agreement will be a breach of this Agreement. The obligations of Executive under this section shall survive termination of this Agreement.
Confidential Information Intellectual Property. In addition to any confidentiality and/or non-disclosure agreement between the Parties, Customer agrees that the processes and/or equipment purchased from Herdstar include valuable intellectual property, including but not limited to, patentable and unpatentable inventions, know how, confidential information and/or valuable Trade Secrets of Herdstar (collectively, “Herdstar IP”). As used herein, “Trade Secrets” means all confidential and proprietary information disclosed by one Party to the other relating to the whole or any portion or phase of any scientific, technical or non-technical data, design, process, formula, device, method, technique, compilation, program, software, drawing, plans, component list, or operating manuals relating to the Product. Under the terms and conditions hereof, and except as otherwise limited herein, Herdstar grants to Customer a royalty-free, limited, non-exclusive license to Customer to use the Herdstar IP limited to use by Customer of the Product or Services, and for no other purpose. Customer agrees by acceptance of Product and Service, that it shall keep confidential the Herdstar IP as specified herein and use its commercially reasonable efforts to protect the Herdstar IP unless Herdstar notifies Customer in writing or a court determines (from which an appeal may not be taken) that such information is no longer confidential or a Trade Secret. The grant of this license to Customer shall continue to remain in full force and effect for so long as Customer continues to: (i) use the Product or subscribes to the Services; and (ii) remains in compliance with the terms of the Agreement.
Confidential Information Intellectual Property. ● As a condition of Your employment with the Company, You shall, on the date hereof, execute and comply with the Company’s Confidentiality and Intellectual Property Agreement ("Confidentiality and IP Agreement") which is attached to this Agreement as Exhibit I. You acknowledge and agree that the Confidentiality and IP Agreement is applicable to You from the Commencement Date and forms a critical part of this Agreement. You shall, at all times, during and after Your employment with the Company, comply with the terms of the Confidentiality and IP Agreement.
Confidential Information Intellectual Property. A. During the term of this Agreement, each party hereto may disclose to the other certain confidential information relating to the manufacturing, sale, marketing, development or distribution of the Product(s), the application of the Product(s) by Buyer, processes, trade secrets and business and financial information and marketing plans of either party as well as confidential information (which may be in electronic form, as well) resulting from the performance of this Agreement, including, without limitation, purchase orders, sales projections, customer lists, designs under development, intellectual property and know-how. Any such information that is marked or otherwise clearly identified at the time of disclosure as “confidential” or “proprietary” or any information which a person would reasonably deem to be confidential information of the parties under the circumstances shall be considered as “Confidential Information” for purposes of this Agreement, provided that, if the information is disclosed orally, a writing identified as “confidential” or “proprietary” and summarizing the Confidential Information will be provided within thirty (30) days after disclosure. During the term of this Agreement and for a period of five (5) years after the expiration or termination of this Agreement, the receiving party will use its best efforts to prevent the disclosure of such Confidential Information to third parties and will not use such Confidential Information for any purpose other than to effectuate the provisions of this Agreement.
