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 Information of the Company pursuant to such process or order. (b) The Executive hereby agrees that damages and any other remedy available at law would be inadequate to redress or remedy any loss or damage suffered by the Company upon any breach of the terms of this Section 19 by the Executive, and the Executive therefore agrees that the Company, in addition to recovering on any claim for damages or obtaining any other remedy available at law, also may enforce the terms of this Section 19 by injunction or specific performance, and may obtain any other appropriate remedy available in equity.
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Samples: Employment Agreement (Marina Biotech, Inc.), Employment Agreement (Marina Biotech, Inc.), Employment Agreement (MDRNA, Inc.)
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 During Executive's employment with 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 Companythereafter for two (2) years, the Executive shall notnot (1) disclose, directly or indirectly, either during any Confidential Information to anyone outside of the Company or to any employees of the Company not authorized to receive such information or (2) use any Confidential Information other than as may be necessary to perform the Executive's duties at the Company. In no event shall the Executive disclose any Confidential Information to, or use any Confidential Information for the benefit of, any current or future competitor, supplier or client of the Company, whether on behalf of Executive, any subsequent employer, or any other person or entity. The Executive is not, however, prohibited from using the general skills, knowledge and experience that the Executive has learned or developed in his position or positions with the Company or with others. The Executive agrees that his position with the Company creates a relationship of high trust and confidence with respect to Confidential Information owned or used by the Company, and its clients or suppliers that may be learned or developed by him while employed by the Company. For purposes of this Agreement, the term "Confidential Information" includes all information that the Company desires to protect and keep confidential or that the Company is obligated to third parties to keep confidential, including but not limited to "Trade Secrets" to the full extent of his employment the definition of that term under state law. It does not include "general skills, knowledge and experience" as those terms are defined under applicable state law. Confidential Information includes, but is not limited to: product information and designs, computer programs, unpatented inventions, discoveries or at any time thereafterimprovements; marketing, disclose sales, organizational, financial, operating, research, development and business plans; company policies and manuals; sales forecasts; personnel information (including the identity of the Company employees, their responsibilities, competence, abilities and compensation); medical information about employees; information relating to the Company's agents and brokers; pricing and nonpublic financial information; current and prospective client lists and information on clients or disseminate to anyone their employees; information concerning planned or make use of, for any purpose whatsoever, any pending acquisitions or divestitures; and information concerning purchases of major equipment or property. Confidential Material. Upon termination Information does not include information which (i) is or becomes publicly available other than as a result of his employment, a disclosure by the Executive shall promptly deliver in violation of this Agreement, (ii) becomes available to the Executive on a non-confidential basis from a source other than the Company or its employees, agents or advisors, provided that such source is not known by you to be bound by a confidentiality agreement with or other obligation of secrecy to the Company all Confidential Material with respect to such information, (including all copies thereof, whether prepared iii) is independently developed by the Executive or others) which are in the possession or under the control of on 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 Information of the Company pursuant to such process or order.
(b) The Executive hereby agrees that damages and any other remedy available at law would be inadequate to redress or remedy any loss or damage suffered by the Company upon any breach of 's behalf without violating the terms of this Section 19 Agreement or (iv) is required to be disclosed by the Executive, and the Executive therefore agrees that the Company, in addition to recovering on any claim for damages or obtaining any other remedy available at applicable law, also may enforce the terms of this Section 19 by injunction regulation or specific performance, and may obtain any other appropriate remedy available in equitylegal process.
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