Confidentiality and Company Property. 7.1 The Employee understands and acknowledges that the Company is engaged in a continuous program of research, development and production relating to Chemokine Research and related products ("Business"). Because of the nature of the Business, the Employee's employment creates a relationship of confidence between the Employee and the Company with respect to certain information that gives the Company an advantage in its business and marketplace. In the course of carrying out and performing the Employee's duties and responsibilities to the Company, the Employee will obtain access to and be entrusted with Confidential and Proprietary Information (as hereinafter defined) relating to the Business and other affairs of the Company. 7.2 The term "Confidential and Proprietary Information" as used in this Agreement means all trade secrets, proprietary information and other data or information (and any tangible evidence, record or representation thereof), whether prepared, conceived or developed by an employee of the Company (including the Employee) or received by the Company from an outside source which is maintained in confidence by the Company or any of its customers to obtain a competitive advantage over competitors who do not have access to such trade secrets, proprietary information, or other data or information. Without limiting the generality of the foregoing, Confidential and Proprietary Information includes: (a) any information, ideas, improvements, know-how, concepts, research, inventions, innovations, products, services, sales, scientific or other formulas, systems, strategies, formulae, algorithms, patterns, processes, methods, machines, manufactures, compositions, processes, procedures, tests, treatments, developments, data, experimental software, libraries and routines, audio-visual displays technical specifications, technical data, designs, devices, patterns, concepts, computer programs, training or service manuals, plans for new or revised services or products or other plans, items or strategy methods on compilation of information, or works in Chemokine Therapeutics (BC) Corp. employee/employment contract 5 process, or any Invention (as defined in Section 8 below), or parts thereof, and any and all revisions and improvements relating to any of the foregoing (in each case whether or not reduced to tangible form) that relate to the Business or affairs of the Company or its subsidiary or affiliated companies, or that result from its marketing, research and/or development activities; (b) any information relating to the relationship of the Company with any consultants, collaborators, associates, clients, customers, suppliers, principals, contacts or prospects of the Company and any information relating to the requirements, specifications, proposals, orders, contracts or transactions of or with any such consultants, collaborators, associates, clients, customers, suppliers, principals, contacts or prospects of the Company. Including but not limited to client lists; (c) any sales plan, price schedule, product literature, user documentation, technical documentation, marketing material, plan or survey, business plan or opportunity, product or service development plan or specification, business proposal; and (d) any information relating to the present Business or proposed business of the Company. 7.3 The Employee acknowledges and agrees that the Confidential and Proprietary Information is and will remain the exclusive property of the Company. The Employee also agrees that the Confidential and Proprietary Information: (a) constitutes a proprietary right which the Company is entitled to protect; and (b) constitutes information and knowledge not generally known to the trade. 7.4 The Employee understands that the Company has from time to time in its possession information belonging to others or which is claimed by others to be confidential or proprietary and which the Company has agreed to keep confidential. The Employee agrees that all such information shall be Confidential and Proprietary Information for the purposes of this Agreement. 7.5 For purposes of the copyright laws of the United States of America, to the extent, if any, that such laws are applicable to any Confidential and Proprietary Information, it shall be considered a work made for hire and the Company shall be considered the author thereof. Chemokine Therapeutics (BC) Corp. employee/employment contract 6 7.6 The Employee agrees to maintain securely and hold in strict confidence all Confidential and Proprietary Information received, acquired or developed by the Employee or disclosed to the Employee as a result of or in connection with the Employee's employment with the Company. The Employee agrees to continue to hold the Confidential and Proprietary Information in strict confidence at all times after the termination of the Employee's employment for whatever reason. The Employee will not disclose any of the Confidential and Proprietary Information to any person, firm or corporation, nor will the Employee use any of the Confidential and Proprietary Information for any purpose other than in the normal and proper course of the Employee's duties either during the term of the Employee's employment with the Company or at any time afterwards without the express written consent of the Company. The Employee will use the Employee's best efforts to protect and safeguard Confidential and Proprietary Information from, without limitation, loss, theft, destruction or seizure. 7.7 The Employee agrees that documents, copies, records and other materials made or received by the Employee that pertain to the Business and affairs of the Company or its subsidiary or affiliated companies, including all Confidential and Proprietary Information and which are in the Employee's possession or under the Employee's control are the property of the Company and that the Employee will return same and any copies of them to the Company forthwith upon the termination of the Employee's employment or at any time immediately upon the request of the Company. 7.8 The restrictive obligations set forth above shall not apply to the disclosure or use of any information which: (a) is or later becomes publicly known under circumstances involving no breach of this Agreement by the Employee; (b) is already known to the Employee outside his work for the Company at the time of receipt of the Confidential Information; (c) is disclosed to a third party under an appropriate confidentiality agreement; (d) is lawfully made available to the Employee by a third party; (e) is independently developed by the Employee who has not been privy to the Confidential Information provided by the Company, or (f) is required by law to be disclosed but only to the extent of such requirement and the Employee shall Chemokine Therapeutics (BC) Corp. employee/employment contract 7 immediately notify in writing the Chief Executive Officer of the Company upon receipt of any request for such disclosure. 7.9 The Employee represents and warrants that he has not brought and will not bring with him to the Company any materials or use, while performing his duties for the Company, any materials or documents of a former employer which are not generally available to the public. The Employee understands that, while employed by the Company, the Employee shall not breach any obligation or confidence or duty the Employee may have to a former employer and the Employee agrees that the Employee will fulfil all such obligations during the Employee's employment with the Company. 7.10 The Employee represents and warrants that the Employee will not use or cause to be incorporated in any of the Employee's work product any data software, information, designs, techniques or know-how which the Employee or the Company does not have the right to use. 7.11 The provisions of this section 7 shall survive the termination of this Agreement.
Appears in 1 contract
Confidentiality and Company Property. 7.1 The Employee understands and acknowledges that the Company is engaged in a continuous program of research, development and production relating to Chemokine Research AMBER Alert Safety Programs research and related products ("Business"). Because of the nature of the Business, the Employee's employment creates a relationship of confidence between the Employee and the Company with respect to certain information that gives the Company an advantage in its business and marketplace. In the course of carrying out and performing the Employee's duties and responsibilities to the Company, the Employee will obtain access to and be entrusted with Confidential and Proprietary Information (as hereinafter defined) relating to the Business and other affairs of the Company.. Employee: _________ Company: _________
7.2 The term "Confidential and Proprietary Information" as used in this Agreement means all trade secrets, proprietary information and other data or information (and any tangible evidence, record or representation thereof), whether prepared, conceived or developed by an employee of the Company (including the Employee) or received by the Company from an outside source which is maintained in confidence by the Company or any of its customers to obtain a competitive advantage over competitors who do not have access to such trade secrets, proprietary information, or other data or information. Without limiting the generality of the foregoing, Confidential and Proprietary Information includes:
(a) any information, ideas, improvements, know-how, concepts, research, inventions, innovations, products, services, sales, scientific or other formulas, systems, strategies, formulae, algorithms, patterns, processes, methods, machines, manufactures, compositions, processes, procedures, tests, treatments, developments, data, experimental and production software, libraries and routines, audio-visual displays technical specifications, technical data, designs, devices, patterns, concepts, computer programs, training or service manuals, plans for new or revised services or products or other plans, items or strategy methods on compilation of information, or works in Chemokine Therapeutics (BC) Corp. employee/employment contract 5 process, or any Invention (as defined in Section 8 8.0 below), or parts thereof, and any and all revisions and improvements relating to any of the foregoing (in each case whether or not reduced to tangible form) that relate to the Business or affairs of the Company or its subsidiary or affiliated companies, or that result from its marketing, research and/or development activities;
(b) any information relating to the relationship of the Company with any consultants, collaborators, associates, clients, customers, suppliers, principals, contacts or prospects of the Company and any information relating to the requirements, specifications, proposals, orders, contracts or transactions of or with any such consultants, collaborators, associates, clients, customers, suppliers, principals, contacts or prospects of the Company. Including but not limited to client lists;
(c) any sales plan, price schedule, product literature, user documentation, technical documentation, marketing material, plan or survey, business plan or opportunity, product or service development plan or specification, business proposal; and
(d) any information relating to the present Business or proposed business of the Company.
7.3 The Employee acknowledges and agrees that the Confidential and Proprietary Information is and will remain the exclusive property of the Company. The Employee also agrees that the Confidential and Proprietary Information:
(a) constitutes a proprietary right which the Company is entitled to protect; and
(b) constitutes information and knowledge not generally known to the trade.. Employee: _________ Company: _________
7.4 The Employee understands that the Company has from time to time in its possession information belonging to others or which is claimed by others to be confidential or proprietary and which the Company has agreed to keep confidential. The Employee agrees that all such information shall be Confidential and Proprietary Information for the purposes of this Agreement.
7.5 For purposes of the copyright laws of the United States of America, to the extent, if any, that such laws are applicable to any Confidential and Proprietary Information, it shall be considered a work made for hire and the Company shall be considered the author thereof. Chemokine Therapeutics (BC) Corp. employee/employment contract 6.
7.6 The Employee agrees to maintain securely and hold in strict confidence all Confidential and Proprietary Information received, acquired or developed by the Employee or disclosed to the Employee as a result of or in connection with the Employee's employment with the Company. The Employee agrees to continue to hold the Confidential and Proprietary Information in strict confidence at all times after the termination of the Employee's employment for whatever reason. The Employee will not disclose any of the Confidential and Proprietary Information to any person, firm or corporation, nor will the Employee use any of the Confidential and Proprietary Information for any purpose other than in the normal and proper course of the Employee's duties either during the term of the Employee's employment with the Company or at any time afterwards without the express written consent of the Company. The Employee will use the Employee's best efforts to protect and safeguard Confidential and Proprietary Information from, without limitation, loss, theft, destruction or seizure.
7.7 The Employee agrees that documents, copies, records and other materials made or received by the Employee that pertain to the Business and affairs of the Company or its subsidiary subsidiaries or affiliated companies, including all Confidential and Proprietary Information and which are in the Employee's possession or under the Employee's control are the property of the Company and that the Employee will return same and any copies of them to the Company forthwith upon the termination of the Employee's employment or at any time immediately upon the request of the Company.
7.8 The restrictive obligations set forth above shall not apply to the disclosure or use of any information which:
(a) is or later becomes publicly known under circumstances involving no breach of this Agreement by the Employee;
(b) is already known to the Employee outside his work for the Company or its predecessors at the time of receipt of the Confidential Information;
(c) is disclosed to a third party under an appropriate confidentiality agreement;
(d) is lawfully made available to the Employee by a third party;
(e) is independently developed by the Employee who has not been privy to the Confidential Information provided by the Company, or
(f) is required by law to be disclosed but only to the extent of such requirement and the Employee shall Chemokine Therapeutics (BC) Corp. employee/employment contract 7 immediately notify in writing the Chief Executive Officer President of the Company upon receipt of any request for such disclosure.
7.9 The Employee represents and warrants that he /she has not brought and will not bring with him or her to the Company any materials or use, while performing his or her duties for the Company, any materials or documents of a former employer which are not generally available to the public. The Employee understands that, while employed by the Company, the Employee shall not breach any obligation or confidence or duty the Employee may have to a former employer and the Employee agrees that the Employee will fulfil fulfill all such obligations during the Employee's employment with the Company.
7.10 The Employee represents and warrants that the Employee will not use or cause to be incorporated in any of the Employee's work product any data software, information, designs, techniques or know-how which the Employee or the Company does not have the right to use.
7.11 The provisions of this section 7 7.0 shall survive the termination of this Agreement.
Appears in 1 contract
Confidentiality and Company Property. 7.1 The Employee understands and acknowledges that the Company is engaged in a continuous program of research, development and production relating to Chemokine Research and related products ("Business"). Because of the nature of the Business, the Employee's employment creates a relationship of confidence between the Employee and the Company with respect to certain information that gives the Company an advantage in its business and marketplace. In the course of carrying out and performing the Employee's duties and responsibilities to the Company, the Employee will obtain access to and be entrusted with Confidential and Proprietary Information (as hereinafter defined) relating to the Business and other affairs of the Company.
7.2 The term "Confidential and Proprietary Information" as used in this Agreement means all trade secrets, proprietary information and other data or information (and any tangible evidence, record or representation thereof), whether prepared, conceived or developed by an employee of the Company (including the Employee) or received by the Company from an outside source which is maintained in confidence by the Company or any of its customers to obtain a competitive advantage over competitors who do not have access to such trade secrets, proprietary information, or other data or information. Without limiting the generality of the foregoing, Confidential and Proprietary Information includes:
(a) any information, ideas, improvements, know-how, concepts, research, inventions, innovations, products, services, sales, scientific or other formulas, systems, strategies, formulae, algorithms, patterns, processes, methods, machines, manufactures, compositions, processes, procedures, tests, treatments, developments, data, experimental software, libraries and routines, audio-visual displays technical specifications, technical data, designs, devices, patterns, concepts, computer programs, training or service manuals, plans for new or revised services or products or other plans, items or strategy methods on compilation of information, or works in Chemokine Therapeutics (BC) Corp. employee/employment contract 5 process, or any Invention (as defined in Section 8 below), or parts thereof, and any and all revisions and improvements relating to any of the foregoing (in each case whether or not reduced to tangible form) that relate to the Business or affairs of the Company or its subsidiary or affiliated companies, or that result from its marketing, research and/or development activities;
(b) any information relating to the relationship of the Company with any consultants, collaborators, Chemokine Therapeutics (BC) Corp. employee/employment contract 5 associates, clients, customers, suppliers, principals, contacts or prospects of the Company and any information relating to the requirements, specifications, proposals, orders, contracts or transactions of or with any such consultants, collaborators, associates, clients, customers, suppliers, principals, contacts or prospects of the Company. Including but not limited to client lists;
(c) any sales plan, price schedule, product literature, user documentation, technical documentation, marketing material, plan or survey, business plan or opportunity, product or service development plan or specification, business proposal; and
(d) any information relating to the present Business or proposed business of the Company.
7.3 The Employee acknowledges and agrees that the Confidential and Proprietary Information is and will remain the exclusive property of the Company. The Employee also agrees that the Confidential and Proprietary Information:
(a) constitutes a proprietary right which the Company is entitled to protect; and
(b) constitutes information and knowledge not generally known to the trade.
7.4 The Employee understands that the Company has from time to time in its possession information belonging to others or which is claimed by others to be confidential or proprietary and which the Company has agreed to keep confidential. The Employee agrees that all such information shall be Confidential and Proprietary Information for the purposes of this Agreement.
7.5 For purposes of the copyright laws of the United States of America, to the extent, if any, that such laws are applicable to any Confidential and Proprietary Information, it shall be considered a work made for hire and the Company shall be considered the author thereof. Chemokine Therapeutics (BC) Corp. employee/employment contract 6.
7.6 The Employee agrees to maintain securely and hold in strict confidence all Confidential and Proprietary Information received, acquired or developed by the Employee or disclosed to the Employee as a result of or in connection with the Employee's employment with the Company. The Employee agrees to continue to hold the Confidential and Proprietary Information in strict confidence at all times after the termination of the Employee's employment for whatever reason. The Employee will not disclose any of the Confidential and Proprietary Information to any person, firm or corporation, nor will the Employee use any of the Chemokine Therapeutics (BC) Corp. employee/employment contract 6 Confidential and Proprietary Information for any purpose other than in the normal and proper course of the Employee's duties either during the term of the Employee's employment with the Company or at any time afterwards without the express written consent of the Company. The Employee will use the Employee's best efforts to protect and safeguard Confidential and Proprietary Information from, without limitation, loss, theft, destruction or seizure.
7.7 The Employee agrees that documents, copies, records and other materials made or received by the Employee that pertain to the Business and affairs of the Company or its subsidiary or affiliated companies, including all Confidential and Proprietary Information and which are in the Employee's possession or under the Employee's control are the property of the Company and that the Employee will return same and any copies of them to the Company forthwith upon the termination of the Employee's employment or at any time immediately upon the request of the Company.
7.8 The restrictive obligations set forth above shall not apply to the disclosure or use of any information which:
(a) is or later becomes publicly known under circumstances involving no breach of this Agreement by the Employee;
(b) is already known to the Employee outside his work for the Company at the time of receipt of the Confidential Information;
(c) is disclosed to a third party under an appropriate confidentiality agreement;
(d) is lawfully made available to the Employee by a third party;
(e) is independently developed by the Employee who has not been privy to the Confidential Information provided by the Company, or
(f) is required by law to be disclosed but only to the extent of such requirement and the Employee shall Chemokine Therapeutics (BC) Corp. employee/employment contract 7 immediately notify in writing the Chief Executive Officer of the Company upon receipt of any request for such disclosure.
7.9 The Employee represents and warrants that he has not brought and will not bring with him to the Company any materials or use, while performing his duties for the Company, any materials or documents of a former employer which are not generally available to the public. The Employee understands that, while employed by the Company, the Employee shall not Chemokine Therapeutics (BC) Corp. employee/employment contract 7 breach any obligation or confidence or duty the Employee may have to a former employer and the Employee agrees that the Employee will fulfil all such obligations during the Employee's employment with the Company.
7.10 The Employee represents and warrants that the Employee will not use or cause to be incorporated in any of the Employee's work product any data software, information, designs, techniques or know-how which the Employee or the Company does not have the right to use.
7.11 The provisions of this section 7 shall survive the termination of this Agreement.
Appears in 1 contract
Confidentiality and Company Property. 7.1 The Employee understands and acknowledges that the Company is engaged in a continuous program of research, development and production relating to Chemokine Therapeutics (BC) Corp. employee/employment contract 6 Chemokine Research and related products ("Business"). Because of the nature of the Business, the Employee's employment creates a relationship of confidence between the Employee and the Company with respect to certain information that gives the Company an advantage in its business and marketplace. In the course of carrying out and performing the Employee's duties and responsibilities to the Company, the Employee will obtain access to and be entrusted with Confidential and Proprietary Information (as hereinafter defined) relating to the Business and other affairs of the Company.
7.2 The term "Confidential and Proprietary Information" as used in this Agreement means all trade secrets, proprietary information and other data or information (and any tangible evidence, record or representation thereof), whether prepared, conceived or developed by an employee of the Company (including the Employee) or received by the Company from an outside source which is maintained in confidence by the Company or any of its customers to obtain a competitive advantage over competitors who do not have access to such trade secrets, proprietary information, or other data or information. Without limiting the generality of the foregoing, Confidential and Proprietary Information includes:
(a) any information, ideas, improvements, know-how, concepts, research, inventions, innovations, products, services, sales, scientific or other formulas, systems, strategies, formulae, algorithms, patterns, processes, methods, machines, manufactures, compositions, processes, procedures, tests, treatments, developments, data, experimental software, libraries and routines, audio-visual displays technical specifications, technical data, designs, devices, patterns, concepts, computer programs, training or service manuals, plans for new or revised services or products or other plans, items or strategy methods on compilation of information, or works in Chemokine Therapeutics (BC) Corp. employee/employment contract 5 process, or any Invention (as defined in Section 8 below), or parts thereof, and any and all revisions and improvements relating to any of the foregoing (in each case whether or not reduced to tangible form) that relate to the Business or affairs of the Company or its subsidiary or affiliated companies, or that result from its marketing, research and/or development activities;
(b) any information relating to the relationship of the Company with any consultants, collaborators, associates, clients, customers, suppliers, principals, contacts or prospects of the Company and any information relating to the requirements, specifications, proposals, orders, contracts or transactions of or with any such consultants, collaborators, associates, clients, customers, suppliers, principals, contacts or prospects of the Company. Including but not limited to client lists;
(c) any sales plan, price schedule, product literature, user documentation, technical documentation, marketing material, plan or survey, business plan or opportunity, product or service development plan or specification, business proposal; andand Chemokine Therapeutics (BC) Corp. employee/employment contract 7
(d) any information relating to the present Business or proposed business of the Company.
7.3 The Employee acknowledges and agrees that the Confidential and Proprietary Information is and will remain the exclusive property of the Company. The Employee also agrees that the Confidential and Proprietary Information:
(a) constitutes a proprietary right which the Company is entitled to protect; and
(b) constitutes information and knowledge not generally known to the trade.
7.4 The Employee understands that the Company has from time to time in its possession information belonging to others or which is claimed by others to be confidential or proprietary and which the Company has agreed to keep confidential. The Employee agrees that all such information shall be Confidential and Proprietary Information for the purposes of this Agreement.
7.5 For purposes of the copyright laws of the United States of America, to the extent, if any, that such laws are applicable to any Confidential and Proprietary Information, it shall be considered a work made for hire and the Company shall be considered the author thereof. Chemokine Therapeutics (BC) Corp. employee/employment contract 6.
7.6 The Employee agrees to maintain securely and hold in strict confidence all Confidential and Proprietary Information received, acquired or developed by the Employee or disclosed to the Employee as a result of or in connection with the Employee's employment with the Company. The Employee agrees to continue to hold the Confidential and Proprietary Information in strict confidence at all times after the termination of the Employee's employment for whatever reason. The Employee will not disclose any of the Confidential and Proprietary Information to any person, firm or corporation, nor will the Employee use any of the Confidential and Proprietary Information for any purpose other than in the normal and proper course of the Employee's duties either during the term of the Employee's employment with the Company or at any time afterwards without the express written consent of the Company. The Employee will use the Employee's best efforts to protect and safeguard Confidential and Proprietary Information from, without limitation, loss, theft, destruction or seizure.
7.7 The Employee agrees that documents, copies, records and other materials made or received by the Employee that pertain to the Business and affairs of the Company or its subsidiary or affiliated companies, including all Confidential and Proprietary Information and which are in the Employee's possession or under the Employee's control are the property of the Company and that the Employee will return same and any copies of them to the Company forthwith upon the termination of the Employee's employment or at any time immediately upon the request of the Company.
. Chemokine Therapeutics (BC) Corp. employee/employment contract 8 7.8 The restrictive obligations set forth above shall not apply to the disclosure or use of any information which:
(a) is or later becomes publicly known under circumstances involving no breach of this Agreement by the Employee;
(b) is already known to the Employee outside his work for the Company at the time of receipt of the Confidential Information;
(c) is disclosed to a third party under an appropriate confidentiality agreement;
(d) is lawfully made available to the Employee by a third party;
(e) is independently developed by the Employee who has not been privy to the Confidential Information provided by the Company, or
(f) is required by law to be disclosed but only to the extent of such requirement and the Employee shall Chemokine Therapeutics (BC) Corp. employee/employment contract 7 immediately notify in writing the Chief Executive Officer of the Company upon receipt of any request for such disclosure.
7.9 The Employee represents and warrants that he has not brought and will not bring with him to the Company any materials or use, while performing his duties for the Company, any materials or documents of a former employer which are not generally available to the public. The Employee understands that, while employed by the Company, the Employee shall not breach any obligation or confidence or duty the Employee may have to a former employer and the Employee agrees that the Employee will fulfil all such obligations during the Employee's employment with the Company.
7.10 The Employee represents and warrants that the Employee will not use or cause to be incorporated in any of the Employee's work product any data software, information, designs, techniques or know-how which the Employee or the Company does not have the right to use.
7.11 The provisions of this section 7 shall survive the termination of this Agreement.
Appears in 1 contract
Confidentiality and Company Property. 7.1 The Employee understands and acknowledges that the Company is engaged in a continuous program of research, development and production relating to Chemokine Research and related products ("“Business"”). Because of the nature of the Business, the Employee's ’s employment creates a relationship of confidence between the Employee and the Company with respect to certain information that gives the Company an advantage in its business and marketplace. In the course of carrying out and performing the Employee's ’s duties and responsibilities to the Company, the Employee will obtain access to and be entrusted with Confidential and Proprietary Information (as hereinafter defined) relating to the Business and other affairs of the Company.
7.2 The term "“Confidential and Proprietary Information" ” as used in this Agreement means all trade secrets, proprietary information and other data or information (and any tangible evidence, record or representation thereof), whether prepared, conceived or developed by an employee of the Company (including the Employee) or received by the Company from an outside source which is maintained in confidence by the Company or any of its customers to obtain a competitive advantage over competitors who do not have access to such trade secrets, proprietary information, or other data or information. Without limiting the generality of the foregoing, Confidential and Proprietary Information includes:
(a) any information, ideas, improvements, know-how, concepts, research, inventions, innovations, products, services, sales, scientific or other formulas, systems, strategies, formulae, algorithms, patterns, processes, methods, machines, manufactures, compositions, processes, procedures, tests, treatments, developments, data, experimental software, libraries and routines, audio-visual displays Chemokine Therapeutics (BC) Corp. employee/employment contract 5 technical specifications, technical data, designs, devices, patterns, concepts, computer programs, training or service manuals, plans for new or revised services or products or other plans, items or strategy methods on compilation of information, or works in Chemokine Therapeutics (BC) Corp. employee/employment contract 5 process, or any Invention (as defined in Section 8 below), or parts thereof, and any and all revisions and improvements relating to any of the foregoing (in each case whether or not reduced to tangible form) that relate to the Business or affairs of the Company or its subsidiary or affiliated companies, or that result from its marketing, research and/or development activities;
(b) any information relating to the relationship of the Company with any consultants, collaborators, associates, clients, customers, suppliers, principals, contacts or prospects of the Company and any information relating to the requirements, specifications, proposals, orders, contracts or transactions of or with any such consultants, collaborators, associates, clients, customers, suppliers, principals, contacts or prospects of the Company. Including but not limited to client lists;
(c) any sales plan, price schedule, product literature, user documentation, technical documentation, marketing material, plan or survey, business plan or opportunity, product or service development plan or specification, business proposal; and
(d) any information relating to the present Business or proposed business of the Company.
7.3 The Employee acknowledges and agrees that the Confidential and Proprietary Information is and will remain the exclusive property of the Company. The Employee also agrees that the Confidential and Proprietary Information:
(a) constitutes a proprietary right which the Company is entitled to protect; and
(b) constitutes information and knowledge not generally known to the trade.
7.4 The Employee understands that the Company has from time to time in its possession information belonging to others or which is claimed by others to be confidential or proprietary and which the Company has agreed to keep confidential. The Employee agrees that all such information shall be Confidential and Proprietary Information for the purposes of this Agreement.. Chemokine Therapeutics (BC) Corp. employee/employment contract 6
7.5 For purposes of the copyright laws of the United States of America, to the extent, if any, that such laws are applicable to any Confidential and Proprietary Information, it shall be considered a work made for hire and the Company shall be considered the author thereof. Chemokine Therapeutics (BC) Corp. employee/employment contract 6.
7.6 The Employee agrees to maintain securely and hold in strict confidence all Confidential and Proprietary Information received, acquired or developed by the Employee or disclosed to the Employee as a result of or in connection with the Employee's ’s employment with the Company. The Employee agrees to continue to hold the Confidential and Proprietary Information in strict confidence at all times after the termination of the Employee's ’s employment for whatever reason. The Employee will not disclose any of the Confidential and Proprietary Information to any person, firm or corporation, nor will the Employee use any of the Confidential and Proprietary Information for any purpose other than in the normal and proper course of the Employee's ’s duties either during the term of the Employee's ’s employment with the Company or at any time afterwards without the express written consent of the Company. The Employee will use the Employee's ’s best efforts to protect and safeguard Confidential and Proprietary Information from, without limitation, loss, theft, destruction or seizure.
7.7 The Employee agrees that documents, copies, records and other materials made or received by the Employee that pertain to the Business and affairs of the Company or its subsidiary or affiliated companies, including all Confidential and Proprietary Information and which are in the Employee's ’s possession or under the Employee's ’s control are the property of the Company and that the Employee will return same and any copies of them to the Company forthwith upon the termination of the Employee's ’s employment or at any time immediately upon the request of the Company.
7.8 The restrictive obligations set forth above shall not apply to the disclosure or use of any information which:
(a) is or later becomes publicly known under circumstances involving no breach of this Agreement by the Employee;
(b) is already known to the Employee outside his work for the Company at the time of receipt of the Confidential Information;
(c) is disclosed to a third party under an appropriate confidentiality agreement;
(d) is lawfully made available to the Employee by a third party;; Chemokine Therapeutics (BC) Corp. employee/employment contract 7
(e) is independently developed by the Employee who has not been privy to the Confidential Information provided by the Company, or
(f) is required by law to be disclosed but only to the extent of such requirement and the Employee shall Chemokine Therapeutics (BC) Corp. employee/employment contract 7 immediately notify in writing the Chief Executive Officer of the Company upon receipt of any request for such disclosure.
7.9 The Employee represents and warrants that he has not brought and will not bring with him to the Company any materials or use, while performing his duties for the Company, any materials or documents of a former employer which are not generally available to the public. The Employee understands that, while employed by the Company, the Employee shall not breach any obligation or confidence or duty the Employee may have to a former employer and the Employee agrees that the Employee will fulfil all such obligations during the Employee's ’s employment with the Company.
7.10 The Employee represents and warrants that the Employee will not use or cause to be incorporated in any of the Employee's ’s work product any data software, information, designs, techniques or know-how which the Employee or the Company does not have the right to use.
7.11 The provisions of this section 7 shall survive the termination of this Agreement.
Appears in 1 contract
