Confidential Information of the Company. Each Member (excluding the Managing Member) agrees (as to itself only) that such Member will, and will cause its Affiliates and Principals to, at all times:
(i) hold in the strictest confidence and shall neither use in any manner detrimental to the Managing Member, Company or any Subsidiary, or disclose, publish, divulge or make accessible, directly or indirectly, to any Person, any Confidential Information of the Managing Member, the Company or any Subsidiary, without the prior written consent of the Managing Member;
(ii) exercise all reasonable efforts to prevent third parties from gaining access to such Confidential Information of the Managing Member, the Company or any Subsidiary;
(iii) inform all other employees and agents, to whom such Member discloses Confidential Information of the Managing Member, the Company or any Subsidiary, of the proprietary interest and nature of such Confidential Information and of the recipient’s obligations under Company policy to keep such information confidential; and
(iv) take such other protective measures as may be or become reasonably necessary to preserve the confidentiality of such Confidential Information of the Managing Member, the Company or any Subsidiary.
Confidential Information of the Company. Each Member (excluding the Managing Member) agrees (as to itself only) that such Member will at all times:
(i) hold in the strictest confidence and shall neither use in any manner detrimental to the Company or any Subsidiary, or disclose, publish, divulge or make accessible, directly or indirectly, to any Person, any Confidential Information of the Managing Member, the Company or any Subsidiary, without the prior written consent of the Managing Member;
(ii) exercise all reasonable efforts to prevent third parties from gaining access to such Confidential Information of the Managing Member, the Company or any Subsidiary;
(iii) inform all other employees and agents, to whom such Member discloses Confidential Information of the Managing Member, the Company or any Subsidiary, of the proprietary interest and nature of such Confidential Information and of the recipient’s obligations under Company policy to keep such information confidential; and
(iv) take such other protective measures as may be or become reasonably necessary to preserve the confidentiality of such Confidential Information of the Managing Member, the Company or any Subsidiary.
Confidential Information of the Company. Employee’s association with the Company under this Agreement has given and will give Employee access to Confidential Information not generally known outside of the Company that may be of value to the Company or that has been given to the Company in confidence by third parties. Employee acknowledges and agrees that using, disclosing, or publishing any Confidential Information in an unauthorized or improper manner would cause the Company substantial loss and damages that could not be readily calculated and for which no remedy at law would be adequate. Accordingly, Employee will not at any time, except in performing the duties of Employee’s employment under this Agreement (or with the prior written consent of the Company), directly or indirectly, use, disclose, or publish any Confidential Information that Employee may learn or become aware of, or may have learned or become aware of because of Employee’s association with the Company, or use any such information in a manner that is or may reasonably be likely to be detrimental to the business of the Company. The term “Confidential Information” includes, without limitation, information not previously disclosed to the public or to the trade by the Company with respect to its present or future business, operations, services, products, research, inventions, discoveries, drawings, designs, plans, processes, models, technical information, facilities, methods, trade secrets, copyrights, software, source code, systems, patents, procedures, manuals, specifications, any other intellectual property, confidential reports, price lists, pricing formulas, customer lists, financial information, business plans, lease structure, projections, prospects, or opportunities or strategies, acquisitions or mergers, advertising or promotions, personnel matters, legal matters, any other confidential and proprietary information, and any other information not generally known outside the Company that may be of value to the Company, but excludes any information already properly in the public domain. Confidential Information also includes confidential and proprietary information and trade secrets that third parties entrust to the Company in confidence. The rights and obligations set forth in this Section will continue indefinitely.
Confidential Information of the Company. Sellers acknowledge and agree that the Confidential Information of the Company is an asset which Purchaser will acquire pursuant to this Agreement. For purposes of this Agreement, “Confidential Information” shall mean the Company’s trade secrets, other Intellectual Property Assets and other information regarding the Company, the Business and the other business operations of the Company, which information: (i) was used in the Business of the Company and was proprietary to, about or created by the Company (including any of the Company’s Personnel) for use in the Business of the Company; (ii) is used in the Business of the Company as of the effective date of this Agreement and is proprietary to, about or created by the Company (including any of the Company’s Personnel) for use in the Business of the Company; (iii) is designated and/or, in fact, treated as confidential by the Company; or (iv) is not generally known by any non-Company personnel. Confidential Information includes, but is not limited to, the following types of information (whether or not reduced to writing or designated as confidential, and whether or not also covered under Section 9.01(a) of this Agreement):
Confidential Information of the Company. Except as required by Independent Contractor’s engagement with the Company, or as the Company may consent to in writing, at no time will Independent Contractor use for the benefit of any person or entity other than the Company, or disclose or reveal to any other person or entity, either during or subsequent to the term of Independent Contractor’s engagement with the Company, any Confidential Information belonging to the Company or its Contractors, suppliers, joint venturers, licensors, licensees, or distributors. This means, among other things (and by way of example only), that without the Company's written consent Independent Contractor cannot use any such Confidential Information in making investment decisions. Upon termination of Independent Contractor’s engagement with the Company for any reason, Independent Contractor will deliver to the Company all originals and all copies of any and all physical, written, graphical and/or machine readable materials and media (including, for example, notes, notebooks, memoranda, diskettes and photographic slides, prints and negatives) that are in Independent Contractor’s possession or under Independent Contractor’s control and contain, represent, disclose or embody Confidential Information of the Company or its Contractors, suppliers, joint venturers, licensors, licensees, or distributors. Both during and after Independent Contractor’s engagement with the Company, all such materials and media will belong to the Company.
Confidential Information of the Company. Except as authorized or directed by the Company, Consultant shall not at any time during or subsequent to his engagement, directly or indirectly, disclose to any person or entity (whether or not it is a competitor of the Company), any confidential information of the Company or confidential information of others which has come into the possession of or been disclosed to the Company or Consultant in the course of his engagement (including any technical or business information, which shall include but not be limited to programs, files, specifications, drawings, sketches, models, samples, or other data, oral, written or otherwise, furnished or disclosed to the Company under its agreements with any of its clients unless such information was previously known to the Company free of any obligations to keep it confidential or has been subsequently made public by any of its clients or is in the public domain through no fault of the Company), and Consultant will not use any such confidential information for his personal use or advantage or make it available to others for use. All information, whether written or not, regarding the Company’s business, including but not limited to that relating to existing and contemplated products, formulas, compositions, computer software, programs, machines, apparatus, systems, processes, methods, manufacturing procedures, research and development programs, inventions, discoveries, business procedures, customers and sources or supply shall be presumed to be confidential except to the extent that the same shall have been, lawfully and without breach of confidential obligation, made available to the general public without restriction.
Confidential Information of the Company. All confidential information used by the Company is in its lawful possession and under its sole control. The Company has not disclosed any confidential information relating to or used in its business to any person.
Confidential Information of the Company. As used in this Agreement, the term “Confidential Information” means any and all confidential, proprietary or secret information, including that conceived or developed by Executive, applicable to or in any way related to (i) the present or future business of the Company, (ii) the research and development of the Company, or (iii) the business of any customer or vendor of the Company. Such Confidential Information of the Company includes, by way of example and without limitation, trade secrets, processes, formulas, data, program documentation, algorithms, source codes, object codes, know-how, improvements, inventions, techniques, all plans or strategies for marketing, development and pricing, and all information concerning existing or potential customers or vendors. Confidential Information of the Company also includes all similar information disclosed to the Company by other persons.
Confidential Information of the Company. Throughout the five-year period after Closing, Seller will, and will cause its Affiliates to, keep confidential, not disclose and not use any Confidential Information.
Confidential Information of the Company. The Executive shall not, except in the performance of the Executive's duties hereunder and for the benefit of the Company, disclose or reveal to any unauthorized person any trade secrets or other confidential information of the Company, Holding or their respective Subsidiaries relating to the Company, Holding or their respective Subsidiaries or to any of the businesses operated by them, and the Executive confirms that such trade secrets and confidential information constitute the exclusive property of the Company, Holding or their respective Subsidiaries, as the case may be.
