Confidential Information; Restrictive Covenants. (a) The Executive acknowledges that the non-public information, knowledge and data (including any trade secrets or similar proprietary information) obtained by him during the course of his employment with the Company, concerning the business or affairs of the Company and its affiliates (the "Business Entities") are the property of the Company. Therefore, the Executive will not at any time (whether during or after his employment with the Company) disclose or use for his own benefit or purposes or the benefit or purposes of any other person, entity or enterprise, other than a Business Entity, any trade secrets, information, data, or other confidential information relating to customers, development programs, costs, marketing, trading, investment, sales activities, promotion, credit and financial data, manufacturing or other processes, financing methods, plans or the business and affairs of any Business Entity; provided that the foregoing shall not apply to information which is not proprietary to the Business Entities or which has become public other than as a result of the Executive's breach of this covenant. The Executive agrees that, during the Employment Period, he will use his best efforts to maintain in good condition all memoranda, books, papers, plans, information, letters and other data, and all copies thereof or therefrom, in any way relating to the business of the Business Entities, and that upon termination of his employment with the Company for any reason, he will return all such materials (together with any other property of the Company) to the Company immediately. The Executive shall not at any time (whether during or after his employment with the Company), without the prior written consent of the CEO, participate in any public conference, publish any document, or otherwise make any public statement that could reasonably be expected to affect the image of the Business Entities.
Confidential Information; Restrictive Covenants. Executive agrees to enter into the Company’s standard Non-Competition, Confidentiality and Assignment Agreement (the “Non-Competition Agreement”) upon commencing employment hereunder, attached hereto as Exhibit A and the terms of which are hereby incorporated by reference as material terms of this Agreement.
Confidential Information; Restrictive Covenants. For purposes of Sections 7, 8, 9 and 10, references to the Company shall include its subsidiaries and any Affiliates of the Company that are Controlled by the Company. Executive acknowledges and agrees that Executive shall be bound by the Noncompetition Restrictions, in accordance with the terms and conditions thereof.
Confidential Information; Restrictive Covenants. (a) 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) (“Confidential Information”). 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. The Executive agrees that any breach of the terms of this Section 9 or the Invention and Non-Disclosure Agreement attached hereto as Exhibit A, and the Non-Compete Agreement attached hereto as Exhibit B would result in irreparable injury and damage to the Company for which the Company would have no adequate remedy at law. The Executive therefore also agrees that in the event of said breach or any threat of breach, the Company shall be entitled to an immediate injunction and restraining order to prevent such breach and/or threatened breach and/or continued breach by the Executive and/or any and all Persons acting for and/or with the Executive, without having to prove 10 damages, in addition to any other remedies to which the Company may be entitled at law or in equity, including, without limitation, the obligation of the Executive to return any portion of the severance payments and benefits set forth in Sections 4(a)(ii) or 5(c)(ii), as applicable, paid by the Company to the Executive. The terms of this Section 9(a) shall not prevent the Company from pursuing any other available remedies for any breach or threatened breach hereof, including, without limitation, the recovery of damages from the Executive. The Executive and the Company further agree that the provisions of the covenants contained in this Section 9 and the Invention and Non-Disclosure Agreement attached hereto as Exhibit A, and the Non-Compete Agreement attached hereto as Exhibit B are, in each case, reasonable and necessary to protect the businesses of the Company and its Affiliated Companies because of the Executive’s access to confiden...
Confidential Information; Restrictive Covenants. Executive agrees to terms of the Company’s standard Non-Competition, Confidentiality and Assignment Agreement (the “Non-Competition Agreement”) attached hereto as Exhibit A, the terms of which are hereby incorporated by reference as material terms of this Agreement.
Confidential Information; Restrictive Covenants. As a condition of your continued employment, you must sign and comply with the Restrictive Covenants and Invention Disclosure Agreement (the “RCAIDA”) attached hereto as Annex B.
Confidential Information; Restrictive Covenants. (a) In the course of involvement in the Company's activities or otherwise, Executive has obtained and may obtain confidential information concerning, by way of illustration and without limitation, the Company's businesses, operations, financial affairs, organizational and personnel matters, policies, procedures, client lists, business plans and other non-public matters, as well as those of third parties (“Confidential Information”). All such Confidential Information has been and will be provided subject to Executive's continuing obligation to use and protect the Confidential Information. In order to induce, and in consideration of, the provision to Executive of Confidential Information, as a condition to its continued receipt by Executive, and without prejudice to or limitation on any other confidentiality obligations imposed by agreement or by law, Executive undertakes to keep the Confidential Information strictly confidential. Without limiting the foregoing, except as authorized by the Company in writing or as required by law, Executive may disclose or allow disclosure of any Confidential Information, or of any information derived therefrom, in whatever form, only to a person who is then a director, officer, employee, attorney, agent or other representative of the Company and who, in Executive's reasonable good faith judgment, has a need to know the Confidential Information or information derived therefrom in furtherance of the business the Company. The foregoing obligations will survive, and remain binding and enforceable for a one (1) year period following the expiration of the Employment Period or any Renewal Period(s), any termination of Executive's employment for any reason or any settlement of the financial rights and obligations arising from Executive's employment.
Confidential Information; Restrictive Covenants. (a) The Executive shall not at any time during or following the Executive’s employment with the Corporation, directly or indirectly, disclose or use on the Executive’s behalf or another’s behalf, publish or communicate, except in the course of the Executive’s employment and in the pursuit of the business of the Corporation or any of its subsidiaries or affiliates, any proprietary information or data of the Corporation or any of its subsidiaries or affiliates, which is not generally known to the public or which could not be recreated through public means and which the Corporation may reasonably regard as confidential and proprietary, except as may be compelled by legal process and in the event of legal process compelling disclosure, Executive shall provide the Corporation as much advance notice thereof as may be practicable. The Executive recognizes and acknowledges that all knowledge and information which the Executive has or may acquire in the course of the Executive’s employment, such as, but not limited to the business, developments, procedures, techniques, activities or services of the Corporation or the business affairs and activities of any customer, prospective customer, individual firm or entity doing business with the Corporation are its sole valuable property, and shall be held by Executive in confidence and in trust for their sole benefit. All records of every nature and description which come into the Executive’s possession, whether prepared by the Executive, or otherwise, shall remain the sole property of the Corporation and upon termination of the Executive’s employment for any reason, said records shall be left with the Corporation as part of its property; provided, however, that Executive’s contact list and other personal information stored on the Corporation’s information systems shall not be deemed Confidential Information for purposes of the prohibition on Executive’s possession or use of such information set forth in this Section 8(a).
Confidential Information; Restrictive Covenants. Concurrently herewith, Executive shall execute the Company’s (i) Confidentiality, Non-Competition, Non-Solicitation and Intellectual Property Agreement, and (ii) Supplemental Confidential Information Agreement, each of which are incorporated herein under Exhibit A, entitled “Ancillary Employment Agreements”, and made a part of this Agreement.
Confidential Information; Restrictive Covenants. For purposes of Sections 7, 8, 9 and 10, references to the Company shall include its subsidiaries and any Affiliates of the Company that are Controlled by the Company. Executive acknowledges and agrees that Executive shall be bound by the Noncompetition Restrictions, in accordance with the terms and conditions thereof; provided, however, that the Executive shall not be held criminally or civilly liable under any federal or state trade secret law for any disclosure of a trade secret that is made: (A) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney; and (B) solely for the purpose of reporting or investigating a suspected violation of law; or is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. If the Executive files a lawsuit for retaliation by the Company for reporting a suspected violation of law, the Executive may disclose the Company’s trade secrets to the Executive’s attorney and use the trade secret information in the court proceeding if the Executive: (1) files any document containing the trade secret under seal; and (2) does not disclose the trade secret, except pursuant to court order.
