Confidential Information of the Business Sample Clauses

Confidential Information of the Business. From and after the Closing, Seller, its Affiliates, and their employees and agents shall hold and treat all technical, business and other information of or about the Business included in the Assets which derives value from not being generally known to the public (“Confidential Information”) in confidence and shall not, without the prior written consent of Masimo, disclose or reveal any Confidential Information to any other Person. Seller also agrees that from and after the Closing no Confidential Information will be used by Seller or its employees or agents, other than for purposes relating to Seller’s operation of the Business prior to the Closing. With respect to Confidential Information that does not constitute a trade secret under applicable law, the obligations of Seller in this Section shall continue until the seventh anniversary of the Closing Date. With respect to Confidential Information that constitutes a trade secret under applicable law, the obligations of Seller in this Section shall continue for as long as such Confidential Information continues to constitute a trade secret under applicable law. Notwithstanding any other provision herein, the obligations of Seller set forth in this Section shall not apply to any information which is required to be disclosed by law or by subpoena, civil investigative demand or other legal process or by any request of any Governmental Entity.
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Confidential Information of the Business. The Business must not disclose any information to Revolut that it considers to be confidential. To avoid any potential confusion, the Business agrees that any unsolicited information provided to Revolut in relation to the Developer Platform by it will be non-confidential and that Revolut may use it under the same terms as for Feedback above. However, this Section 11.b does not apply to the extent the Business has entered into a separate non-disclosure agreement (NDA) or other confidentiality terms with Revolut addressing its confidential information in relation to the Developer Platform. Legal bits and pieces
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Confidential Information of the Business. All confidential information used by the Seller or any other member of the Seller's Group in the Business is in its lawful possession and under its sole control, free of restrictions upon its use and disclosure. Neither the Seller nor any other member of the Seller's Group has disclosed and is obliged to disclose any confidential information relating to or used in the Business to any person, other than pursuant to written obligations of confidence the terms of which have been disclosed in the Disclosure Letter. So far as the Seller is aware no such confidential information is in the unauthorised possession or use of any third party. So far as the Seller is aware no person to whom any confidential information has been disclosed by the Seller or any other member of the Seller's Group has breached or threatened to breach any obligations of confidence or other obligations imposed on it.
Sample 1
Confidential Information of the Business. The Seller and each Seller Owner agrees that he, she or it shall: (i) hold in the strictest confidence and shall not use, disclose, publish, divulge or make accessible, directly or indirectly, to any Person, any Confidential Information; (ii) exercise all reasonable efforts to prevent third parties from gaining access to such Confidential Information; (iii) inform all of its, his or her representatives to whom the Seller or such Seller Owner discloses Confidential Information (which shall be limited to those representatives with a need to know in furtherance of the Seller’s or such Seller Owner’s rights under this Agreement or Applicable Law) of the proprietary interest and nature of such Confidential Information and of the recipient’s obligations under this Section 7.4(f) and any of the Company’s policies, as the case may be, to keep such information confidential and shall be liable for its, his or her representatives’ breach of this Section 7.4(f) or failure to comply with such policies; and (iv) use commercially reasonable efforts to take such other protective measures as may be or become reasonably necessary to preserve the confidentiality of such Confidential Information. Notwithstanding the foregoing, the Seller and each Seller Owner may divulge or communicate Confidential Information to the extent that such disclosure of Confidential Information (A) is compelled by judicial or administrative process or by other requirements of Law (with notification to the Company to the extent legally permissible) or to the extent required to enforce the Seller’s or such Seller Owner’s rights under this Agreement or (B) in connection with authorized services on behalf of the Company or its Affiliates.
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Confidential Information of the Business. All confidential information used by the Seller in the Business is in its lawful possession and under its sole control. The Seller has not disclosed and is not obliged to disclose any confidential information relating to or used in the Business to any person. So far as the Seller is aware, no such confidential information is in the unauthorised possession or use of any third party. So far as the Seller is aware, no person to whom any confidential information has been disclosed by the Seller has breached or threatened to breach any obligations of confidence or other obligations imposed on it.
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Confidential Information of the Business. Seller and Holdings acknowledge and agree that the Confidential Information of the Business is an Asset which Purchaser will acquire pursuant to this Agreement. For purposes of this Agreement, "Confidential Information" shall mean trade secrets of the Business and other information regarding the Business, which information: (i) was used in the Business and was proprietary to, about or created by Seller (including any of Seller's Personnel) for use in the Business; (ii) is used in the Business as of the date of this Agreement and is proprietary to, about or created by Seller (including any of Seller's Personnel) for use in the Business; (iii) is designated and/or, in fact, treated as confidential by Seller; or (iv) is not generally known by any non-Seller Personnel.
Sample 1

Related to Confidential Information of the Business

  • Confidential Information The Executive shall hold in a fiduciary capacity for the benefit of the Company all secret or confidential information, knowledge or data relating to the Company or any of its affiliated companies, and their respective businesses, which shall have been obtained by the Executive during the Executive's employment by the Company or any of its affiliated companies and which shall not be or become public knowledge (other than by acts by the Executive or representatives of the Executive in violation of this Agreement). After termination of the Executive's employment with the Company, the Executive 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 to anyone other than the Company and those designated by it. In no event shall an asserted violation of the provisions of this Section 10 constitute a basis for deferring or withholding any amounts otherwise payable to the Executive under this Agreement.

  • Confidential Information and Company Property 7.1 The Consultant Company acknowledges that in the course of the Engagement it and the Individual will have access to Confidential Information. The Consultant Company has therefore agreed to accept the restrictions in this clause 7.

  • CONFIDENTIAL INFORMATION; TRADE SECRETS By electronically signing Exhibit A to this Agreement, you acknowledge that the Company regards certain information relating to its business and operations as confidential. This includes all information that the Company could reasonably be expected to keep confidential and whose disclosure to third parties would likely be disparaging or detrimental to the Company (“Confidential Information”). Your electronic signature also acknowledges that the Company has certain information that derives economic value from not being known to the general public or to others who could obtain economic value from its disclosure or use, which the Company takes reasonable efforts to protect the secrecy of (“Trade Secrets”).

  • Trade Secrets and Confidential Information The Executive represents and warrants that: (i) the Executive is not subject to any legal or contractual duty or agreement that would prevent or prohibit the Executive from performing the Executive’s Duties for the Company or otherwise complying with this Agreement, and (ii) the Executive is not in breach of any legal or contractual duty or agreement, including any agreement concerning trade secrets or confidential information owned by any other party. The Executive agrees that the Executive will not: (1) use, disclose, or reverse engineer the Trade Secrets or the Confidential Information for any purpose other than the Company’s Business, except as authorized in writing by the Company; (2) during the Executive’s employment with the Company, use, disclose, or reverse engineer (a) any confidential information or trade secrets of any former employer or third party, or (b) any works of authorship developed in whole or in part by the Executive during any former employment or for any other party, unless authorized in writing by the former employer or third party; or (3) upon the Executive’s resignation or termination (a) retain Trade Secrets or Confidential Information, including any copies existing in any form (including electronic form), which are in the Executive’s possession or control, or (b) destroy, delete, or alter the Trade Secrets or Confidential Information without the Company’s written consent. The obligations under this subsection A shall: (I) with regard to the Trade Secrets, remain in effect as long as the information constitutes a trade secret under applicable law, and (II) with regard to the Confidential Information, remain in effect during the Restricted Period. The confidentiality, property, and proprietary rights protections available in this Agreement are in addition to, and not exclusive of, any and all other rights to which the Company is entitled under federal and state law, including, but not limited to, rights provided under copyright laws, trade secret and confidential information laws, and laws concerning fiduciary duties.

  • Trade Secrets and Confidential Information/Company Property Employee reaffirms and agrees to observe and abide by the terms of the Employment Agreement and the Confidentiality Agreement, specifically including the provisions therein regarding nondisclosure of the Company’s trade secrets and confidential and proprietary information, and the restrictive covenants contained therein. Employee’s signature below constitutes his certification under penalty of perjury that he has returned all documents and other items provided to Employee by the Company, developed or obtained by Employee in connection with his employment with the Company, or otherwise belonging to the Company.

  • Maintaining Confidential Information Executive reaffirms his obligations under the Confidentiality Agreement. Executive acknowledges and agrees that the payments provided in Section 3 above shall be subject to Executive’s continued compliance with Executive’s obligations under the Confidentiality Agreement.

  • Confidential Information and Trade Secrets The Participant and the Company agree that certain materials, including, but not limited to, information, data and other materials relating to customers, development programs, costs, marketing, trading, investment, sales activities, promotion, credit and financial data, manufacturing processes, financing methods, plans or the business and affairs of the Company and its Affiliates, constitute proprietary confidential information and trade secrets. Accordingly, the Participant will not at any time during or after the Participant’s employment with the Company (including any Affiliate) disclose or use for such Participant’s own benefit or purposes or the benefit or purposes of any other person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise other than the Company and any of its Affiliates, any proprietary confidential information or trade secrets, provided that the foregoing shall not apply to information which is not unique to the Company or any of its Affiliates or which is generally known to the industry or the public other than as a result of such Participant’s breach of this covenant. The Participant agrees that upon termination of employment with the Company (including any Affiliate) for any reason, the Participant will immediately return to the Company all memoranda, books, papers, plans, information, letters and other data, and all copies thereof or therefrom, which in any way relate to the business of the Company and its Affiliates, except that the Participant may retain personal notes, notebooks and diaries. The Participant further agrees that the Participant will not retain or use for the Participant’s own account at any time any trade names, trademark or other proprietary business designation used or owned in connection with the business of the Company or any of its Affiliates. Notwithstanding anything contained herein to the contrary, this Agreement shall not prohibit disclosure of proprietary confidential information if (i) it is required by law or by a court of competent jurisdiction or (ii) it is in connection with any judicial, arbitration, dispute resolution or other legal proceeding in which your legal rights and obligations as an employee or under this Agreement are at issue; provided, however, that you shall, to the extent practicable and lawful in any such event, give prior notice to the Company of your intent to disclose proprietary confidential information so as to allow the Company an opportunity (which you shall not oppose) to obtain such protective orders or similar relief with respect thereto as may be deemed appropriate. Notwithstanding the foregoing, nothing in this Agreement is intended to restrict, prohibit, impede or interfere with the Participant providing information to, or from reporting possible violations of law or regulation to, any governmental agency or entity, from participating in investigations, testifying in proceedings regarding the Company’s past or future conduct, or from making other disclosures that are protected under state or federal law or regulation, engaging in any future activities protected under statutes administered by any government agency (including but not limited, to the Department of Justice, the Securities and Exchange Commission, the Congress, and any agency Inspector General), or from receiving and retaining a monetary award from a government-administered whistleblower award program for providing information directly to a government-administered whistleblower award program. The Participant does not need the prior authorization of the Company to make such reports or disclosures. The Participant is not required to notify the Company that he or she has made any such reports or disclosures. The Company nonetheless asserts, and does not waive, its attorney-client privilege over any information appropriately protected by the privilege.

  • Proprietary Information of Third Parties No third party has claimed or has reason to claim that any person employed by or affiliated with the Company has (a) violated or may be violating to any material extent any of the terms or conditions of his employment, non-competition or non-disclosure agreement with such third party, (b) disclosed or may be disclosing or utilized or may be utilizing any trade secret or proprietary information or documentation of such third party, or (c) interfered or may be interfering in the employment relationship between such third party and any of its present or former employees, or has requested information from the Company that suggests that such a claim might be contemplated. To the best of the Company’s knowledge, no person employed by or affiliated with the Company has improperly utilized or proposes to improperly utilize any trade secret or any information or documentation proprietary to any former employer, and to the best of the Company’s knowledge, no person employed by or affiliated with the Company has violated any confidential relationship which such person may have had with any third party, in connection with the development, manufacture or sale of any product or proposed product or the development or sale of any service or proposed service of the Company, and the Company has no reason to believe there will be any such employment or violation. To the best of the Company’s knowledge, none of the execution or delivery of this Agreement and the other related agreements and documents executed in connection herewith, or the carrying on of the business of the Company as officers, employees or agents by any officer, director or key employee of the Company, or the conduct or proposed conduct of the business of the Company, will materially conflict with or result in a material breach of the terms, conditions or provisions of or constitute a material default under any contract, covenant or instrument under which any such person is obligated.

  • Confidential Information of Others Executive certifies that Executive has not, and will not, disclose or use during Executive’s time as an employee of the Company, any confidential information which Executive acquired as a result of any previous employment or under a contractual obligation of confidentiality or secrecy before Executive became an employee of the Company.

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