Confidential Information; Inventions. (a) The Executive shall not disclose or use at any time, either during the Period of Employment or thereafter, any Confidential Information (as defined below) of which the Executive is or becomes aware, whether or not such information is developed by Executive, except to the extent that such disclosure or use is directly related to and required by the Executive’s performance in good faith of duties for the Company. The Executive will take all appropriate steps to safeguard Confidential Information in Executive’s possession and to protect it against disclosure, misuse, espionage, loss and theft. The Executive shall deliver to the Company at the termination of the Period of Employment, or at any time the Company may request, all memoranda, notes, plans, records, reports, computer tapes and software and other documents and data (and copies thereof) relating to the Confidential Information or the Work Product (as hereinafter defined) of the business of the Company or any of its Affiliates which the Executive may then possess or have under Executive’s control. Notwithstanding the foregoing, the Executive may truthfully respond to a lawful and valid subpoena or other legal process, but shall give the Company the earliest possible notice thereof, shall, as much in advance of the return date as possible, make available to the Company and its counsel the documents and other information sought, and shall assist the Company and such counsel in resisting or otherwise responding to such process. Nothing in this Agreement prohibits Executive from reporting possible violations of federal law or regulation to any governmental agency or entity, or making other disclosures that are protected under the whistleblower provisions of federal law or regulation. Executive does not need the prior authorization to make any such reports or disclosures and is not required to notify the Employer of such reports or disclosures.
(b) As used in this Agreement, the term “Confidential Information” means information that is not generally known to the public and that is used, developed or obtained by the Company or its Affiliates in connection with their businesses, including, but not limited to, information, observations and data obtained by the Executive while employed by the Company or any predecessors thereof (including those obtained prior to the Effective Date) concerning (i) the business or affairs of the Company (or such predecessors), (ii) products or services, (iii) fees, costs and ...
Confidential Information; Inventions. (a) The Executive acknowledges and agrees that, in the course of her past employment with the Company and its Affiliates, she was provided, and became familiar, with the Trade Secrets and Confidential Information (as defined below) belonging to the Company and its Affiliates because she had contractually agreed, inter alia, not to disclose such information, and not to engage in certain post-employment competitive and solicitation activities; and that the Company and its Affiliates would not have provided her access to such information but for her non-disclosure, non-competition and non-solicitation agreements; which agreements are hereby superseded by this Agreement. The Executive further acknowledges and agrees that the Company and its Affiliates shall provide to her, and she shall become familiar with, additional Trade Secrets and Confidential Information belonging to the Company and its Affiliates only if she contractually agrees, pursuant to this Agreement, not to disclose any Trade Secrets and Confidential Information of the Company and its Affiliates, and not to engage in certain post-employment competitive and solicitation activities (as described below); and that the Company and its Affiliates would not provide her access to such information but for her non-disclosure, non-competition and non-solicitation agreements set forth in this Agreement.
(b) The Executive shall not disclose or use at any time, either during the Period of Employment or thereafter, any Trade Secrets and Confidential Information (as defined below) of which the Executive is or becomes aware, whether or not such information is developed by her, except to the extent that such disclosure or use is directly related to and required by the Executive’s performance in good faith of duties for the Company. The Executive will take all appropriate steps to safeguard Trade Secrets and Confidential Information in her possession and to protect it against disclosure, misuse, espionage, loss and theft. The Executive shall deliver to the Company at the termination of the Period of Employment, or at any time the Company may request, all memoranda, notes, plans, records, reports, computer tapes and software and other documents and data (and copies thereof) relating to the Trade Secrets and Confidential Information or the Work Product (as hereinafter defined) of the business of the Company or any of its Affiliates which the Executive may then possess or have under her control. Notwithstanding the f...
Confidential Information; Inventions. (a) The Executive shall not disclose or use at any time, either during the Period of Employment or thereafter, any Confidential Information (as defined below) of which the Executive is or becomes aware, whether or not such information is developed by the Executive, except to the extent that such disclosure or use is directly related to and required by the Executive’s performance in good faith of the Executive’s duties for the Company. The Executive shall take all appropriate steps to safeguard Confidential Information in the Executive’s possession and to protect the Company against disclosure, misuse, espionage, loss and theft. The Executive shall deliver to the Company at the termination of the Period of Employment, or at any time the Company may request, all memoranda, notes, plans, records, reports, computer tapes and software and other documents and data (and copies thereof) relating to the Confidential Information or the Work Product (as hereinafter defined) of the business of the Company or any of its Affiliates which the Executive may then possess or have under the Executive’s control. Notwithstanding the foregoing, the Executive may truthfully respond to a lawful and valid subpoena or other legal process, but shall give the Company the earliest possible written notice thereof, shall, as much in advance of the return date as possible, make available to the Company and its counsel the documents and other information sought, and shall assist the Company and such counsel in resisting or otherwise responding to such process.
Confidential Information; Inventions. 8.1 The Employee agrees not to use, disclose or make accessible to any other person, firm, partnership, corporation or any other entity any Confidential Information (as defined below) pertaining to the business of the Company or any entity controlling, controlled by or under common control with the Company (each an "Affiliate") except (i) while employed by the Company in the business of and for the benefit of the Company or its Affiliates or (ii) when required to do so by a court of competent jurisdiction, by any governmental agency having supervisory authority over the business of the Company or its Affiliates, or by any administrative body or legislative body (including a committee thereof) with jurisdiction to order the Company or its Affiliates to divulge, disclose or make accessible such information. For purposes of this Agreement, "Confidential Information" shall mean non-public information concerning the Company's financial data, statistical data, strategic business plans, product development (or other proprietary product data), customer and supplier lists, customer and supplier information, pricing data, information relating to governmental relations, discoveries, practices, processes, methods, trade secrets, developments (as defined below) marketing plans and other non-public, proprietary and confidential information of the Company or its Affiliates, that, in any case, is not otherwise generally available to the public and has not been disclosed by the Company, or its Affiliates, as the case may be, to others not subject to confidentiality agreements. In the event the Employee's employment is terminated hereunder for any reason, he immediately shall return to the Company all Confidential Information in his possession.
Confidential Information; Inventions. Consultant acknowledges that because of his consulting engagement by the Company, he will be in a confidential relationship with the Company and will have access to confidential information and secrets of the Company and those interacting or doing business with the Company. Accordingly Consultant agrees that concurrent herewith Consultant will enter into the Company’s Consultant Proprietary Information and Inventions Agreement in the form attached hereto as Exhibit A.
Confidential Information; Inventions. You acknowledge that you have and, prior to the Separation Date, will continue to have access to information concerning the Company and its affiliates that the Company treats as confidential and the disclosure of which could negatively affect the Company’s interests (“Confidential Information”). All Confidential Information is of irreplaceable value to the Company. Confidential Information includes without limitation the terms of this Agreement. Except as required to perform your responsibilities for the Company, to comply with law or regulation, or as authorized in writing in advance by the new CFO, the CEO or the Board, and subject to the Protected Activities Section below, you will not, at any time, use, disclose, or take any action which may result in the use or disclosure of any Confidential Information. For the avoidance of doubt, pursuant to the federal Defend Trade Secrets Act of 2016, you shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (a) is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (b) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. To the extent you have not assigned any developments or intellectual property rights to the Company that are related to the Company’s business activities or were made using the Company’s time, equipment or resources and during your employment by the Company, you hereby assign such developments and intellectual property rights to the Company, to the fullest extent permitted by law.
Confidential Information; Inventions. Confidential Information
6.1 von Schaumburg shall not, in any manner, for any reasons, either directly or indirectly, divulge or communicate to any person, firm or corporation, any confidential information concerning any matters not generally known in the wireless communications industry or otherwise made public by Invisinet which affects or relates to Invisinet's business, finances, marketing and/ or operations, research, development, inventions, products, designs, plans, procedures, or other data (collectively, "Confidential Information") except in the ordinary course of business or as required by applicable law. Without regard to whether any item of Confidential Information is deemed or considered confidential, material, or important, the parties hereto stipulate that as between them, to the extent such item is not generally known in the wireless communications industry, such item is important, material, and confidential and affects the successful conduct of Invisinet's business and good will, and that any breach of the terms of this Section 6.1 shall be a material and incurable breach of this Agreement. Confidential Information shall not include: (i) information obtained or which became known to von Schaumburg other than through his employment by Invisinet; and (ii) information in the public domain at the time of the disclosure of such information by von Schaumburg.
Confidential Information; Inventions. CONFIDENTIAL INFORMATION
6.1 Executive shall not, in any manner, for any reasons, either directly or indirectly, divulge or communicate to any person, firm or corporation, any confidential information concerning any matters not generally known in the Public Sector Safety, Cargo and Transportation, product authentication and unattended cargo, Homeland Security and Shipping and Distribution industries (together, the "Security Industry") or otherwise made public by Employer or CGM Sub which affects or relates to Employer or CGM Sub's business, finances, marketing and/or operations, research, development, inventions, products, designs, plans, procedures, or other data (collectively, "Confidential Information") except in the ordinary course of business or as required by applicable law. Without regard to whether any item of Confidential Information is deemed or considered confidential, material, or important, the parties hereto stipulate that as between them, to the extent such item is not generally known in the Security Industry, such item is important, material, and confidential and affects the successful conduct of Employer's business and goodwill, and that any breach of the terms of this Section 6.1 shall be a material and incurable breach of this Agreement. Confidential Information shall not include: (i) information obtained or which became known to Executive other than through his employment by Employer and CGM Sub; (ii) information in the public domain at the time of the disclosure of such information by Executive; (iii) information that Executive can document was independently developed by Executive; and (iv) information that is disclosed by Executive with the prior written consent of Employer or CGM Sub.
Confidential Information; Inventions. Confidential Information
6.1 Employee shall not, in any manner, for any reasons, either directly or indirectly, divulge or communicate to any person, firm or corporation, any confidential information concerning any matters not generally known in the wireless communications industry or otherwise made public by Xxxxxx which affects or relates to Xxxxxx'x business, finances, marketing and/ or operations, research, development, inventions, products, designs, plans, procedures, or other data (collectively, "Confidential Information") except in the ordinary course of business or as required by applicable law. Without regard to whether any item of Confidential Information is deemed or considered confidential, material, or important, the parties hereto stipulate that as between them, to the extent such item is not generally known in the wireless communications industry, such item is important, material, and confidential and affects the successful conduct of Xxxxxx'x business and good will, and that any breach of the terms of this Section 6.1 shall be a material and incurable breach of this Agreement. Confidential Information shall not include: (i) information obtained or which became known to Employee other than through his employment by Xxxxxx; (ii) information in the public domain at the time of the disclosure of such information by Employee; (iii) information that Employee can document was independently developed by Employee; and (iv) information that is disclosed by Employee with the prior written consent of Parent.
Confidential Information; Inventions. (a) Executive has acquired and will acquire information and knowledge respecting the intimate and confidential affairs of Employer in the various phases of Employer's Business, including, without limitation, confidential information with respect to finances, customer lists, operations, processes, apparatus, equipment, packaging, services, marketing and distribution methods. Accordingly, and provided that a material breach of the terms and conditions of this Agreement by Employer is not continuing, Executive agrees that he shall not, during the period of his employment with Employer or thereafter, use for his own benefit any such confidential information acquired during the term of his employment with Employer (whether or not such employment is or was pursuant to this Agreement). Further, during the period of his employment and thereafter, Executive shall not, without the written consent of the Board of Directors of Employer or a person duly authorized thereby, disclose to any person, other than an employee of Employer or a person to whom disclosure is reasonably necessary or appropriate in connection with the performance by the Executive of his duties hereunder, any confidential information obtained by him while in the employ of Employer (whether or not such employment is or was pursuant to this Agreement).
(b) Executive agrees that all memoranda, notes, records, papers or other documents and all copies thereof relating to Employer's Business (some of which may be prepared by him) and all objects associated therewith (such as models and samples) in any way obtained by him shall at all times be and remain the property of Employer. Executive shall not, except for Employer's use, copy or duplicate any of the aforementioned documents or objects, nor remove them from Employer's facilities, nor use any information concerning them except for Employer's benefit, either during his employment or thereafter. Executive agrees that he will deliver the original and all copies of all of the aforementioned documents and objects, if any, that may be in his possession to Employer on termination of his employment, or at any other time on Employer's request.
(c) Executive agrees to disclose to Employer and to assign to Employer all of Executive's rights in any designs, discoveries, improvements and ideas, whether or not patentable, including, without limitation, novel or improved products, processes, promotional and advertising materials, business data processing programs and...
