Confidential Information; Non-Disparagement Sample Clauses

Confidential Information; Non-Disparagement. (a) Except as required in the performance of Executive’s duties as an employee of the Company or as authorized in writing by the Board, Executive shall not, either during Executive’s employment with the Company or at any time thereafter, use, disclose or make accessible to any person any confidential information for any purpose. “Confidential Information” means information proprietary to the Company or its suppliers or prospective suppliers and not generally known (including trade secret information) about the Company’s suppliers, products, services, personnel, customers, recipes, pricing, sales strategies, technology, computer software code, methods, processes, designs, research, development systems, techniques, finances, accounting, purchasing, and plans. All information disclosed to Executive or to which Executive obtains access, whether originated by Executive or by others, during the period of Executive’s employment by the Company (whether before, during, or after the Term), shall be presumed to be Confidential Information if it is treated by the Company as being Confidential Information or if Executive has a reasonable basis to believe it to be Confidential Information. Executive acknowledges that the above-described knowledge and information constitutes a unique and valuable asset of the Company and represents a substantial investment of time and expense by the Company, and that any disclosure or other use of such knowledge or information other than for the sole benefit of the Company would be wrongful and would cause irreparable harm to the Company. During Executive’s employment with the Company, Executive shall refrain from committing any acts that would materially reduce the value of such knowledge or information to the Company. The foregoing obligations of confidentiality shall not apply to any knowledge or information that (i) is now or subsequently becomes generally publicly known, or (ii) is required to be disclosed by law or legal process, other than as a direct or indirect result of the breach of this Agreement by Executive. Executive acknowledges that the obligations imposed by this Section 6 are in addition to, and not in place of, any obligations imposed by applicable statutory or common law.

Confidential Information; Non-Disparagement. (a) Employee shall hold in a fiduciary capacity for the benefit of the Company all secret or confidential information, knowledge or data relating to the Company its businesses, which shall have been obtained by Employee during Employee employment by the Company and which shall not be or become public knowledge (other than by acts by the Employee or representatives of the Employee in violation of this Agreement). After termination of the Employee’s employment with the Company, the Employee shall not, without the prior written consent of the Company or as may otherwise be required by law or legal process, communicate or divulge any such information, knowledge or data, including but not limited to customer information and trade secrets of the Company, to anyone other than the Company and those designated by it; provided, that if the Employee receives actual notice that Employee is or may be required by law or legal process to communicate or divulge any such information, knowledge or data, Employee shall promptly so notify the Company; and provided, further, that the information, knowledge or data subject to this Section 7(a) shall not include information, knowledge or data which becomes available to the Employee following the date of termination from a source other than the Company (provided, that such source is not known by the Employee to be subject to another confidentiality agreement with, or other obligation of confidentiality or secrecy to, the Company). (b) Employee agrees that he will not make any statement, publicly or privately, which disparages or would reasonably be expected to disparage the Company or any of its employees, officers or directors. The Company agrees that it will cause its officers and directors not to make any statement, publicly or privately, which disparages or would reasonably be expected to disparage Employee. Notwithstanding the foregoing, this Section 7(b) shall not preclude Employee or the Company from making any statement to the extent required by law or legal process. (c) In no event shall an asserted violation of the provisions of this Section 7 constitute a basis for deferring or withholding any amounts otherwise payable to Employee under this Agreement. However, in recognition of the facts that irreparable injury will result to the Company in the event of a breach by Employee of his obligations under Sections 7(a) or (b) hereof, that monetary damages for such breach would not be readily calculable, and that the Company ...

Confidential Information; Non-Disparagement. (a) This Agreement. The terms of this Agreement constitute confidential information, which the Participant shall not disclose to anyone other than the Participant’s spouse, attorneys, tax advisors, or as required by law. The Company may disclose the terms of this Agreement subject to applicable law. The terms of this Section 5 shall supplement, but not supersede or replace, any similar restrictive covenants to which the Participant has otherwise agreed to be bound.

Confidential Information; Non-Disparagement. Former Employee acknowledges and agrees that he will remain bound by the confidential information provisions in Section 6 of the First Agreement and the non-disparagement provisions of Section 9 of the First Agreement.

Confidential Information; Non-Disparagement. (a) Without the prior written consent of the Company, Executive agrees hereby not to disclose or use, directly or indirectly (except as may be required for the performance of duties assigned by the Company or one of the Southern Entities or as may be required by law or regulation or by a court of competent jurisdiction), any trade secret or other confidential information pertaining to the conduct of the business of any of the Southern Entities, unless and until such trade secret or confidential information is in the public domain. The business of the Southern Entities, as that term is used herein, includes, but is not limited to, any Southern Entity’s records, processes, methods, data, reports, information, documents, equipment, training manuals, customer lists and business secrets. Except as may be compelled by a court of competent jurisdiction or as may otherwise be required by law or regulation, Executive shall take no action during the two-year period following the Separation Date (including without limitation the making of any oral or written statement) which action materially and directly damages the reputation of any of the Southern Entities. (b) Notwithstanding anything herein to the contrary, nothing in this Agreement will prevent Executive from providing truthful testimony under oath in a judicial or administrative proceeding or prevent Executive from providing information to a federal, state, or local agency in connection with the lawful exercise of such agency’s functions. Moreover, nothing in this Agreement is intended to prohibit Executive from engaging in protected activities under applicable law or regulation (including protected activities described in Section 211 of the Energy Reorganization Act). Executive further understands nothing in this Agreement limits Executive’s ability to file a charge or complaint with the Securities and Exchange Commission or any other federal, state or local government agency or commission (“Government Agencies”). Nothing in this Agreement limits Executive’s ability to communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by the Government Agency, including providing documents or information without notice to the Company. This Agreement does not limit Executive’s right to receive an award for information provided to any Government Agency. (c) U.S. DEFEND TRADE SECRETS ACT NOTICE OF IMMUNITY. The U.S. Defend Trade Secrets Act of 2016 (“DTSA”)...

Confidential Information; Non-Disparagement. Seller shall not at any time use or disclose to or for the benefit of any Person (including Seller) other than Purchaser and Company, any information, knowledge or data relating to the Business of Purchaser, Company (including, without limitation, information relating to accounts, financial dealings, transactions, recipes, formulae, know-how, distribution methods, intangibles, customer lists, pricing lists, processes, plans, proposals and trade secrets) whether or not marked or otherwise identified as confidential or secret. Seller shall not, directly or indirectly, make any statements or take any actions which in any way disparage or which could reasonably be expected to harm the reputation and/or goodwill of Purchaser.

Confidential Information; Non-Disparagement. In addition to the obligations of confidentiality as set forth in the Code of Ethics, the Employee recognizes and acknowledges the existence of confidential business matters, trade secrets, and proprietary information of the Company and HME, including but not limited to customer lists sales, products, markets, inventions, marketing strategies and plans, research, practices, procedures, current and planned corporate strategies, strategic customers and business partners, and the identity, skills and interest of its employees, which matters are valuable, special, and unique assets of the Company’s and HME’s business. The Employee shall not, during or after the term of employment with the Company, disclose the Company’s or HME’s confidential business matters to any person, firm, corporation, partnership, association or other entity for any reason or purpose whatsoever, without the prior written consent of the Board of Directors, except as required by law or pursuant to legal process. The Employee shall not, during or after the term of employment with the Company, refer to the Company or any of its employees, officers or directors, in any disparaging or derogatory manner.

Confidential Information; Non-Disparagement. Xx. Xxxxxxx recognizes and acknowledges that the performance of his services for Company has resulted in its disclosure to him of certain proprietary and confidential and financial information. Xx. Xxxxxxx agrees that: 10.1. he will not disclose or use any of Company’s confidential, proprietary or financial information for his own or any other person’s or entity’s benefit unless such use or disclosure is specifically consented to in writing by Company. 10.2. he will not, directly or indirectly, for himself or on behalf of any other person or entity, induce or attempt to induce any of Company’s personnel to do anything contrary to the best interests of Company. 10.3. he will not make any disparaging remarks, or otherwise take any action that could reasonably be anticipated to cause material damage to the reputation, goodwill or business of Company or any employees of Company, or otherwise make remarks that may reflect negatively upon Company or any of its Xx. Xxxxxxxx in any context or setting.

Confidential Information; Non-Disparagement. The Seller shall not at any time use or disclose to or for the benefit of any Person other than Purchaser, the Company and Subsidiary, any information, knowledge or data relating to the Business of Purchaser, the Company or Subsidiary (including, without limitation, information relating to accounts, financial dealings, transactions, recipes, formulae, know-how, distribution methods, intangibles, customer lists, pricing lists, processes, plans, proposals and trade secrets) whether or not marked or otherwise identified as confidential or secret. The Seller and Affiliate shall not, directly or indirectly, make any statements or take any actions which in any way disparage or which could reasonably be expected to harm the reputation and/or goodwill of Purchaser.

Confidential Information; Non-Disparagement. Each party will diligently preserve the confidential information and or intellectual property of the other, including all such information that is designated as confidential, or that by its nature would reasonably be expected to be kept confidential (“Confidential Information”) and will exercise at least such care as the party employs to preserve the confidentiality of its own Confidential Information, but not less than reasonable care. The receiving party may not disclose any Confidential Information of the disclosing party to any third party other than contractors or consultants having a need to know and subject to substantially similar confidentiality and intellectual property restrictions as those herein, or use it for any purpose other than as expressly permitted under this Agreement. Except as otherwise stated in this Section, Confidential Information of a party does not include information that (a) was known to the party receiving such Confidential Information without restriction prior to the receipt of the Confidential Information from the disclosing party; (b) is received by receiving party without restriction independently of disclosing party; (c) was independently discovered or developed by the receiving party without reliance on or reference to the disclosing party’s Confidential Information; (d) was generally known to the public prior to disclosure to the receiving party; or (e) becomes generally known to the public through no fault of the receiving party. In addition, the receiving party may disclose the Confidential Information of the disclosing party to the extent required by law, regulation or court order; provided that the receiving party provides the disclosing party prompt written notice of such requirement so that the disclosing party has an opportunity to oppose such disclosure or otherwise obtain a protective or other confidentiality order. Confidential Information includes without limitation the identities of accounts to which either party is marketing and selling the CenTrak Products, as well as any information provided by either party relating to such accounts. CenTrak agrees that patient information and user-accessible maps constitute the property and Confidential Information of the End User. Notwithstanding anything to the contrary herein, CenTrak’s Confidential Information and property includes without limitation: (a) the Licensed Software and CenTrak Documentation; (b) the underlying positioning technology and its output strea...