Confidential/Proprietary Trade Secret Information Sample Clauses

Confidential/Proprietary Trade Secret Information. (i) Grantee agrees to keep secret and confidential all Confidential/Proprietary Trade Secret Information (further described below) acquired by Grantee while employed by the Company or concerning the business and affairs of the Company, its vendors, its customers, and its affiliates (whether of a business, commercial or technological nature), and further agrees that Grantee will not disclose any such Confidential/Proprietary Trade Secret Information so acquired to any individual, partner, company, firm, corporation or other person or use the same in any manner other than in connection with the business and affairs of the Company and its affiliates. Except in the performance of services for the Company, the Grantee will not, for so long as the Confidential/Proprietary Trade Secret Information remains so designated under applicable law, use, disclose, reproduce, distribute, transmit, reverse engineer, decompile, disassemble, or transfer the Confidential/Proprietary Trade Secret Information or any portion thereof.
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Confidential/Proprietary Trade Secret Information. 3.1. UMF and RECIPIENT have developed confidential and proprietary information and materials relating to each of its businesses, including, but not limited to, technical know-how, procedures, specifications, formulations, ingredients, compositions of matter, inventions, ideas (whether or not patented), trade secrets, results of testing, protocols, processes, methods, compilations of data, strategic plans, sales and marketing plans, customer information, supplier information, financial information, and proposed agreements (collectively, “Confidential Information”). Such Confidential Information may be communicated in any medium, including written, oral, electronic, and through visual inspection and observation. For the avoidance of doubt, the existence and the terms of this Agreement and the fact the Parties are engaging in confidential discussions shall be deemed Confidential Information belonging to each Party.
Confidential/Proprietary Trade Secret Information. You agree that you will not use or share any confidential, proprietary or trade secret information about any aspect of P&G’s business with any non-P&G employee or business entity at any time in the future. You further agree that you will not obtain or have in your possession any confidential, proprietary or trade secret information on or after your last day of employment. Confidential, proprietary or trade secret information includes, but is not limited to, marketing and advertising plans, pricing information, upstream plans, specific areas of research and development, project work, product formulation, processing methods, assignments of individual employees, testing and evaluation procedures, cost figures, construction plans, and special techniques or methods of any kind.For the purposes of this section, it shall be conclusively presumed that you have knowledge or information to which you were directly exposed through the actual receipt of memos or documents containing such information or through actual attendance at meetings at which such information was discussed or disclosed. The provisions of this section are not in lieu of, but are in addition to, your continuing obligation to not use or disclose P&G’s trade secrets and confidential information known to you until any particular trade secret or confidential information becomes generally known (through no fault of yours). Information regarding products in development, in test market or being marketed or promoted in a discrete geographic region, which information P&G is considering for a broader use, shall not be deemed generally known until such broader use is actually commercially implemented. Also, “generally known” means known throughout the domestic United States industry or, if you have job responsibilities outside of the United States, the appropriate foreign country or countries’ industry.If any restriction in this section is found by any court of competent jurisdiction or arbitrator to be unenforceable because it extends for too long a period of time or over too great a range of activities or in too broad a geographic area, it will be modified and interpreted to extend only over the maximum period of time, range of activities or geographic area so that it may be enforceable.

Related to Confidential/Proprietary Trade Secret Information

  • Confidential Information During the course of this Agreement, each Party (the “Disclosing Party”) may disclose to the other Party (the “Receiving Party”) certain confidential and/or proprietary information of the Disclosing Party (“Confidential Information”). The Receiving Party agrees to protect the Confidential Information in the same manner that it protects the confidentiality of its own confidential and/or proprietary information of like kind, but in no event using less than a reasonable standard of care. Except with the Disclosing Party’s prior written consent, the Receiving Party shall not (a) disclose or use any Confidential Information for any purpose outside the scope of this Agreement; or (b) disclose or make the Confidential Information available to any party, except on a “need to know” basis to the Receiving Party’s employees, contractors, and agents that have signed an agreement containing non-disclosure and non-use provisions substantially similar to those set forth herein. Confidential Information shall not include any information that (i) is or becomes generally known to the public, other than as a result of an act or omission of the Receiving Party; (ii) was rightfully known to the Receiving Party prior to its disclosure by the Disclosing Party; (iii) was lawfully received from a third party without breach of any obligation owed to the Disclosing Party; or (iv) was independently developed by the Receiving Party without use of or reliance on Confidential Information. If the Receiving Party is required by applicable law or regulation to disclose or otherwise report Confidential Information, it shall provide prompt notice of such required disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. Due to the unique nature of the Confidential Information, the Parties agree that there can be no adequate remedy at law for the Receiving Party’s breach of its obligations under this Section, and any such breach may result in irreparable harm to the Disclosing Party. Therefore, upon any such breach or threat thereof, the Disclosing Party shall be entitled to seek injunctive and other appropriate equitable relief in addition to any other remedies available to it. Upon written request from the Disclosing Party, the Receiving Party shall return to the Disclosing Party all Confidential Information in the Receiving Party’s possession or control, and all copies thereof, or, at the Disclosing Party’s option, certify its permanent, secure destruction in writing.

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