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”).
CONFIDENTIAL INFORMATION; TRADE SECRETS. As used in this Agreement, the term "Confidential Information" shall mean valuable, non-public, competitively sensitive data and information relating to the Company's business or the business of any entity affiliated with the Company, other than Trade Secrets (as defined below). "Confidential Information" shall include, among other things, information specifically designated as a Trade Secret that is, notwithstanding the designation, determined by a court of competent jurisdiction not to be a "trade secret" under applicable law. As used in this Agreement, the term "Trade Secrets" shall mean information or data of or about the Company or any entity affiliated with the Company, including, without limitation, technical or non-technical data, formulas, patterns, compilations, programs, devices, methods, techniques, drawings, processes, financial data, financial plans, product plans, or lists of actual or potential customers or suppliers, that (i) derive economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from their disclosure or use; and (ii) are subject of efforts that are reasonable under the circumstances to maintain their secrecy. To the extent that the foregoing definition is inconsistent with a definition of "trade secret" under applicable law, the foregoing definition shall be deemed amended to the extent necessary to render it consistent with applicable law.
CONFIDENTIAL INFORMATION; TRADE SECRETS. Due to your position of responsibility with SITEL, you may be exposed to confidential matters, including without limitation, matters relating to cost data, programs, processes, business strategy and plans, customer information, pricing, SITEL policies and procedures and other financial data. SITEL regards all such information as confidential and in many cases as trade secrets. We require that all such information be treated as confidential by you during your employment and not be discussed or disclosed to anyone who is not in a similar position of trust and confidence with SITEL and that any permissible communications be no broader or more extensive than is legitimately required to discharge your SITEL work responsibilities. If your SITEL employment ends, you must continue in perpetuity or for the longest duration allowed by law to treat such information as strictly confidential and as trade secrets and not discuss or disclose any such information to any outside party under any circumstances whatsoever, except as required by law. You agree to notify SITEL’s legal department of any such requirement for disclosure so that SITEL may seek an appropriate order or other remedy protecting the information from disclosure and you will cooperate with SITEL to obtain such protective order or other remedy. Furthermore, if your SITEL employment ends, you must return to SITEL all equipment, property, documents, records, etc., in your possession or control, including but not limited to the materials referenced in this provision without retaining any copies, prior to or upon your departure.
CONFIDENTIAL INFORMATION; TRADE SECRETS. Executive shall not use or disclose to any person or entity any Confidential Information or trade secrets of Company other than as necessary in the fulfillment of this Agreement in the course of employment. This paragraph shall be effective during the term hereof and for a period of two (2) years after termination of employment, whether with or without Cause.
CONFIDENTIAL INFORMATION; TRADE SECRETS. (a) The Employee will receive the Proprietary Information and (i) will hold the Proprietary Information in trust and in strictest confidence; (ii) will protect the Propriety Information from disclosure and in no event take any action causing, or fail to take any action necessary in order to prevent, any Proprietary Information disclosed to or developed by the Employee during the Employee's employment by the Employer to lose its character as Proprietary Information; and (iii) will not use, duplicate, reproduce, distribute, disclose or otherwise disseminate the Proprietary Information except to perform the duties and responsibilities of the Employee's employment by the Employer.
(b) Disclosures of the Proprietary Information shall be made only to employees, agents or independent contractors of the Employer who are directly involved in performing services on behalf of the Employer for which the knowledge of the Proprietary Information is necessary, have a specific need to know the Proprietary Information, and have obligated themselves under an applicable confidentiality agreement of the Employer to hold the Proprietary Information in trust and confidence subject to the restrictions of this Employment Agreement.
(c) Immediately following the receipt of a written request from the Employer, the Employee will deliver to the Employer all tangible materials containing or embodying the Proprietary Information, together with a certificate executed by the Employee certifying that all materials in the Employee's possession have been delivered to the Employer.
(d) The covenants of confidentiality set forth herein (i) shall apply after the Effective Date and during the Employee's employment by the Employer to any Proprietary Information disclosed prior to or after the Effective Date by the Employer to the Employee in connection with the Employee's employment by the Employer; and (ii) shall continue and be maintained by the Employee (a) with respect to the Confidential Information, for a period of four (4) years from and after the termination of the Employee's employment by the Employer; and (b) with respect to the Trade Secrets, at any and all times following the termination of the Employee's employment by the Employer.
CONFIDENTIAL INFORMATION; TRADE SECRETS. (a) In the course of the term of this Agreement, it is anticipated that the Executive shall have access to secret or confidential technical, scientific and commercial information, records, data, formulations, specifications, systems, methods, plans, policies, inventions, material and other knowledge that is (are) specifically related or applicable to the Business of the Company or of any of its Subsidiaries or to any other products, services, or technology in medicine or the health sciences in which the Company shall during the Employment Period undertake, or actively and in good faith consider, research or commercial involvement and that is/are owned by the Company or its Subsidiaries (“Confidential Material”). The Executive recognizes and acknowledges that included within the Confidential Material are the following as they may specifically relate or be applicable to the Company’s Business or technology, or to current or specifically contemplated future Company products or services: the Company’s confidential commercial information, technology, formulations, trade secrets, know-how, methods of manufacture, chemical formulations, device designs, pending patent applications, clinical data, pre-clinical data and any related materials, all as they may exist from time to time, and that such material is or may be valuable special, and unique aspects of the Company’s business. All such Confidential Material shall be and remain the property of the Company. Except as required by his duties to the Company, the Executive shall not, directly or indirectly, either during the term of his employment or at any time thereafter, disclose or disseminate to anyone or make use of, for any purpose whatsoever, any Confidential Material. Upon termination of his employment, the Executive shall promptly deliver to the Company all Confidential Material (including all copies thereof, whether prepared by the Executive or others) which are in the possession or under the control of the Executive. The Executive shall not be deemed to have breached this Section 19 if the Executive is compelled by legal process or order of any judicial, legislative, or administrative authority or body to disclose any Confidential Material; provided that Executive shall give prompt notice of such process or order to the Company, and the Executive shall in good faith use reasonable efforts to provide the Company the opportunity to intervene in the event Executive may be compelled to disclose Confidential In...
CONFIDENTIAL INFORMATION; TRADE SECRETS. Employee acknowledges that during the course and as a result of his employment hereunder and previously with RMD, Employee has received or had access to, or contributed to the production of Confidential Information or Trade Secrets. Confidential Information or Trade Secrets means information that is proprietary to or in the unique knowledge of the Company and/or RMD (including information discovered or developed in whole or in part by Employee); or information that derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use, and is the subject of efforts that are reasonable under the circumstances to maintain its secrecy. Confidential Information shall also include all terms and conditions of this Agreement. Employee understands and acknowledges that all such information that he has previously obtained or will obtain in the course of Employee's employment hereunder constitutes Confidential Information or Trade Secrets. In particular, Employee agrees that this information includes among other things, procedures, manuals, confidential reports, lists of clients, customers, suppliers, or products, and information concerning the prices paid by the Company's', and/or RMD's customers to any of them, or by any of them to any of their suppliers. Employee further acknowledges and appreciates that any Confidential Information or Trade Secrets constitute valuable assets of the Company and RMD and that each of them intends any such information to remain secret and confidential. Employee therefore specifically agrees that except to the extent required by Employee's duties to the Company or as permitted by the express written consent of the Company's President and CEO or its Board of Directors, Employee shall never, either during employment hereunder or for a period of five (5) years thereafter, directly or indirectly use, discuss or disclose any of its Confidential Information or Trade Secrets or otherwise use such information to his own or a third party's benefit.
CONFIDENTIAL INFORMATION; TRADE SECRETS. As used in this Agreement, the term "Confidential Information" shall mean valuable, non-public, competitively sensitive data and information relating to the Company's business or the business of any entity affiliated with the Company, other than (i) Trade Secrets (as defined below); (ii) information contained in any publicly available press release, a regulatory filing or other public communication which is otherwise in the public domain on the date of this Agreement; (iii) information that hereafter enters the public domain through no action on the part of the Employee; (iv) information that is known by the Employee or becomes available to her from a source other than the Company or any of its affiliates, provided that such information was not obtained as a result of a breach of any confidentiality obligation by the source of such information; (v) information that was already in the possession of the Employee prior to the date hereof and which was not acquired from the Company or any of its affiliates; or (vi) information obtained from discovery in a legal proceeding, but only to the extent such information is used in such a proceeding. "Confidential Information" shall include, among other things, information specifically designated as a Trade Secret that is, notwithstanding the designation, determined by a court of competent jurisdiction not to be a "trade secret" under applicable law. As used in this Agreement, the term "Trade Secrets" shall mean information or data of or about the Company or any entity affiliated with the Company, including, without limitation, technical or non-technical data, formulas, patterns, compilations, programs, devices, methods, techniques, drawings, processes, financial data, financial plans, product plans, or lists of actual or potential customers or suppliers, that (i) derive economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from their disclosure or use; and (ii) are subject of efforts that are reasonable under the circumstances to maintain their secrecy. To the extent that the foregoing definition is inconsistent with a definition of "trade secret" under applicable law, the foregoing definition shall be deemed amended to the extent necessary to render it consistent with applicable law.
CONFIDENTIAL INFORMATION; TRADE SECRETS. Neither You nor Customer shall use (except as permitted in connection with Your performance hereunder), disclose or permit any person access to any Trade Secrets while such information retains its status as a Trade Secret. During the Term and for a period of five (5) years thereafter, except as otherwise mandated by law, neither You nor Customer shall use, disclose, or permit any person access to any Confidential Information, except as permitted in connection with your performance hereunder. You acknowledge that if You violate this Section, eMDs may have no adequate remedy at law available to it, may suffer irreparable harm, and will be entitled to seek equitable relief. You agree to protect such Confidential Information and Trade Secrets with no less diligence than You protect your own confidential or proprietary information. If disclosure of Confidential Information is required under provisions of any law or court order, You will notify eMDs within three (3) business days so eMDs will have a reasonable opportunity to object.
CONFIDENTIAL INFORMATION; TRADE SECRETS a) The parties hereby acknowledge that their personnel may gain access to information that the other party deems to be confidential and/or proprietary information and which has commercial value in its business and is not in the public domain. “Confidential Information” means any and all proprietary business information of the disclosing party that does not constitute a Trade Secret (as hereafter defined), including any proprietary business information of which the receiving party becomes aware as a result of its access to and presence at the other party’s facilities. “Trade Secrets” means information related to the business or services of the disclosing party or its affiliates, including without limitation the Software Products, its documentation and support materials which: (i) derives economic value, actual or potential, from not being generally known to or readily ascertainable by other persons who can obtain economic value from its disclosure or use, and (ii) is the subject of efforts by the disclosing party or its affiliates that are reasonable under the circumstances to maintain its secrecy, including, without limitation, (a) marking any information reduced to tangible form clearly and conspicuously with a legend identifying its confidential or proprietary nature, (b) identifying any oral presentation or communication as confidential immediately before, during, or after such oral presentation or communication, or (c) otherwise treating such information as confidential. “Trade Secret” means, without limitation, any and all technical and non-technical data related to designs, programs, research, software file structures, flow charts, business rules embedded within Software Products, drawings, techniques, standards, Source Code and Object Code of the Software Products, the documentation, inventions, finances, actual or potential customers and suppliers, research, development, marketing, and existing and future products and employees of the disclosing party and its affiliates. “Company Information” means, collectively, the Confidential Information and Trade Secrets. Company Information also includes information that has been disclosed to any party by a third party which such party is obligated to treat as confidential, and all software tools, methodologies, documentation, business plans, product plans, and all related technical materials and enhancements and modifications thereto.
