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information but for her non-disclosure, non-competition and non-solicitation agreements; which agreements are hereby superseded by this Agreement.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 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. (c) As used in this Agreement, the term “Trade Secrets and Confidential Information” means information that is not generally known to the public and that is used, developed or obtained by the Company in connection with its business, 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 pricing structures, (iv) designs, (v) analyses, (vi) drawings, photographs and reports, (vii) computer software, including operating systems, applications and program listings, (viii) flow charts, manuals and documentation, (ix) data bases, (x) accounting and business methods, (xi) inventions, devices, new developments, methods and processes, whether patentable or unpatentable and whether or not reduced to practice, (xii) customers and clients and customer or client lists, (xiii) other copyrightable works, (xiv) all production methods, processes, technology and trade secrets, and (xv) all similar and related information in whatever form. Trade Secrets and Confidential Information will not include any information that has been published (other than a disclosure by the Executive in breach of this Agreement) in a form generally available to the public prior to the date the Executive proposes to disclose or use such information. Trade Secrets and Confidential Information will not be deemed to have been published merely because individual portions of the information have been separately published, but only if all material features comprising such information have been published in combination.
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Confidential Information; Inventions. (a) The Executive acknowledges and agrees that, in the course of her his past employment with the Company and its Affiliates, she he was provided, and became familiar, with the Trade Secrets and Confidential Information (as defined below) belonging to the Company and its Affiliates because she he 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 him access to such information but for her his 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 herhim, and she he shall become familiar with, additional Trade Secrets and Confidential Information belonging to the Company and its Affiliates only if she he 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 him access to such information but for her his 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 herhim, 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 his 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 his 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.
(c) As used in this Agreement, the term “Trade Secrets and Confidential Information” means information that is not generally known to the public and that is used, developed or obtained by the Company in connection with its business, 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 pricing structures, (iv) designs, (v) analyses, (vi) drawings, photographs and reports, (vii) computer software, including operating systems, applications and program listings, (viii) flow charts, manuals and documentation, (ix) data bases, (x) accounting and business methods, (xi) inventions, devices, new developments, methods and processes, whether patentable or unpatentable and whether or not reduced to practice, (xii) customers and clients and customer or client lists, (xiii) other copyrightable works, (xiv) all production methods, processes, technology and trade secrets, and (xv) all similar and related information in whatever form. Trade Secrets and Confidential Information will not include any information that has been published (other than a disclosure by the Executive in breach of this Agreement) in a form generally available to the public prior to the date the Executive proposes to disclose or use such information. Trade Secrets and Confidential Information will not be deemed to have been published merely because individual portions of the information have been separately published, but only if all material features comprising such information have been published in combination.
Appears in 1 contract
Confidential Information; Inventions. (a) The Executive acknowledges and agrees that, in the course of her his past employment with the Company and its Affiliates, she he was provided, and became familiar, with the Trade Secrets and Confidential Information (as defined below) belonging to the Company and its Affiliates because she he 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 him access to such information but for her his 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 Affiliates. shall provide to herhim, and she he shall become familiar with, additional Trade Secrets and Confidential Information belonging to the Company and its Affiliates only if she he 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 him access to such information but for her his 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 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 herhim, 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 his 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 his 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.
(c) As used in this Agreement, the term “Trade Secrets and Confidential Information” means information that is not generally known to the public and that is used, developed or obtained by the Company in connection with its business, 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 pricing structures, (iv) designs, (v) analyses, (vi) drawings, photographs and reports, (vii) computer software, including operating systems, applications and program listings, (viii) flow charts, manuals and documentation, (ix) data bases, (x) accounting and business methods, (xi) inventions, devices, new developments, methods and processes, whether patentable or unpatentable and whether or not reduced to practice, (xii) customers and clients and customer or client lists, (xiii) other copyrightable works, (xiv) all production methods, processes, technology and trade secrets, and (xv) all similar and related information in whatever form. Trade Secrets and Confidential Information will not include any information that has been published (other than a disclosure by the Executive in breach of this Agreement) in a form generally available to the public prior to the date the Executive proposes to disclose or use such information. Trade Secrets and Confidential Information will not be deemed to have been published merely because individual portions of the information have been separately published, but only if all material features comprising such information have been published in combination.,
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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 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.
(c) As used in this Agreement, the term “‘Trade Secrets and Confidential Information” means information that is not generally known to the public and that is used, developed or obtained by the Company in connection with its business, 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 pricing structures, (iv) designs, (v) analyses, (vi) drawings, photographs and reports, (vii) computer software, including operating systems, applications and program listings, (viii) flow charts, manuals and documentation, (ix) data bases, (x) accounting and business methods, (xi) inventions, devices, new developments, methods and processes, whether patentable or unpatentable and whether or not reduced to practice, (xii) customers and clients and customer or client lists, (xiii) other copyrightable works, (xiv) all production methods, processes, technology and trade secrets, and (xv) all similar and related information in whatever form. Trade Secrets and Confidential Information will not include any information that has been published (other than a disclosure by the Executive in breach of this Agreement) in a form generally available to the public prior to the date the Executive proposes to disclose or use such information. Trade Secrets and Confidential Information will not be deemed to have been published merely because individual portions of the information have been separately published, but only if all material features comprising such information have been published in combination.
Appears in 1 contract
Confidential Information; Inventions. (a) The Executive the Consultant acknowledges and agrees thatthat (i) during the term of the Agreement, in the course Consultant will be afforded access to Confidential Information; (ii) public disclosure of her past employment with such Confidential Information could have an adverse effect on the Company and its Affiliatesbusiness; (iii) because the Consultant possesses substantial technical expertise and skill with respect to the Company's business, she was providedthe Company desires to obtain exclusive ownership of each Invention, and became familiar, with the Trade Secrets Company will be at a substantial competitive disadvantage if it fails to acquire exclusive ownership of each Invention; and (iv) the provisions of this Section 5 are reasonable and necessary to prevent the improper use or disclosure of Confidential Information (as defined below) belonging and to provide 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 with exclusive ownership 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 Agreementall Inventions.
(b) The Executive shall not disclose All Confidential Information which the Consultant creates or use at any time, either otherwise develop or which comes into its possession during the Period term of Employment or thereafter, any Trade Secrets the Agreement shall be and Confidential Information (as defined below) remain the exclusive property 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 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.
(c) As used Unless authorized in writing by the Company, the Consultant will maintain all Confidential Information in confidence and, except as necessary in conjunction with its work for the Company, will not copy or make notes of, divulge to anyone outside the Company or use any of the Confidential Information for its own or another's benefit, either during or after the term of the Agreement. The Consultant agrees that it will promptly disclose to the Company all Confidential Information developed during the term of the Agreement.
(d) Upon request of the Company and, in any event, upon termination of this Agreement, any Confidential Information in the possession or under the control of the Consultant will be promptly surrendered and delivered to the Company.
(e) The Consultant agrees that any and all Inventions created, developed or discovered by or for the Company, or acquired by the Company from others, and that comes into the Consultant's knowledge or possession during and in the course of the term of this Agreement, shall be held in trust for the sole right and benefit of the Company and that the Consultant shall not have any rights and shall not acquire any rights therein unless and until the Company shall expressly and in writing waive the rights that it has therein and thereto under the provisions of this sentence. The Consultant further agrees (a) that any and all Inventions, created, written, developed, furnished or produced by the Consultant during the term of the Agreement shall be the exclusive property of the Company, and that the Consultant shall not have any right, title or interest of any kind therein or thereto or in and to any results or proceeds therefrom, and (b) that at any time, during the term of this Agreement, the term “Trade Secrets Consultant will (1) upon the request and Confidential Information” means information that is not generally known to at the public and that is usedexpense of the Company, developed or obtained by the Company in connection with its business, 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 obtain patents or affairs of the Company (copyrights on, or such predecessors), (ii) products permit the Company to patent or servicescopyright, any such material, whichever is appropriate, and/or (iii2) feesat the request of the Company, costs execute any and pricing structuresall assignments, (iv) designsinstruments of transfer, (v) analysesor other documents, (vi) drawings, photographs and reports, (vii) computer software, including operating systems, applications and program listings, (viii) flow charts, manuals and documentation, (ix) data bases, (x) accounting and business methods, (xi) inventions, devices, new developments, methods and processes, whether patentable that the Company deems necessary or unpatentable and whether or not reduced appropriate to practice, (xii) customers and clients and customer or client lists, (xiii) other copyrightable works, (xiv) all production methods, processes, technology and trade secrets, and (xv) all similar and related information in whatever form. Trade Secrets and Confidential Information will not include any information that has been published (other than a disclosure by the Executive in breach of this Agreement) in a form generally available transfer to the public prior Company all rights in or to such materials or to evidence the date Company's ownership of such rights or any of them. The Consultant shall not, without limitation as to time or place, use any Invention except on Company business during the Executive proposes to disclose or use such information. Trade Secrets and Confidential Information will not be deemed to have been published merely because individual portions term of the information have been separately publishedAgreement or disclose same to any other person, but only if all material features comprising such information have been published in combinationfirm or corporation, except for disclosure on Company business.
Appears in 1 contract
