Confidentiality and Cooperation. (a) Executive shall not knowingly use, disclose or reveal to any unauthorized person, at any time after the Effective Date, any trade secret or other confidential information relating to the Company or any of its affiliates, or any of their respective businesses or principals, such as, without limitation, dealers’ or distributor’s lists, information regarding personnel and manufacturing processes, marketing and sales plans, pricing or cost information, and all other such information; and Executive confirms that such information is the exclusive property of the Company and its affiliates. Upon termination of Executive’s employment, Executive agrees to return to the Company on demand by the Company all memoranda, books, papers, letters and other data, and all copies thereof or therefrom, in any way relating to the business of the Company and its affiliates, whether made by Executive or otherwise in Executive’s possession.
(b) Any design, engineering methods, techniques, discoveries, inventions (whether patentable or not), formulae, formulations, technical and product specifications, xxxx of materials, equipment descriptions, plans, layouts, drawings, computer programs, assembly, quality control, installation and operating procedures, operating manuals, strategic, technical or marketing information, designs, data, secret knowledge, know-how and all other information of a confidential nature prepared or produced during the period of Executive’s employment and which ideas, processes, and other materials or information relate to any of the businesses of the Company, shall be owned by the Company and its affiliates whether or not Executive should in fact execute an assignment thereof or other instrument or document which may be reasonably necessary to protect and secure such rights to the Company.
(c) Following the termination of Executive’s employment, Executive agrees to make himself reasonably available to the Company to respond to periodic requests for information relating to the Company or Executive’s employment which may be within Executive’s knowledge. Executive further agrees to cooperate fully with the Company in connection with any and all existing or future depositions, litigation, or investigations brought by or against the Company, any entity related to the Company, or any of its (their) agents, officers, directors or employees, whether administrative, civil or criminal in nature, in which and to the extent the Company deems Executive’s cooperation n...
Confidentiality and Cooperation. Executive agrees that at all times:
Confidentiality and Cooperation. Executive will not at any time (whether during or after Executive’s employment with the Company) disclose or use for Executive’s own benefit or purposes or the benefit or purposes of any other person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise other than the Company and any of its subsidiaries or affiliates, 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 processes, financing methods, plans, or the business and affairs of the Company generally, or of any subsidiary or affiliate of the Company (“Company Confidential Information”); provided that the foregoing shall not apply to information which is not unique to the Company or which is generally known to the industry or the public other than as a result of Executive’s breach of this covenant; provided further that the foregoing shall not apply when Executive is required to divulge, disclose or make accessible such information by a court of competent jurisdiction or an individual duly appointed thereby, by any administrative body or legislative body (including a committee thereof) having supervisory authority over the business of the Company, or by any administrative body or legislative body (including a committee thereof) with jurisdiction to order Executive to divulge, disclose or make accessible such information. Executive agrees that upon termination of Executive’s employment with the Company for any reason, he will return to the Company immediately 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 Company and its affiliates and/or containing any Company Confidential Information, except that he may retain personal notes, notebooks and diaries that do not contain Company Confidential Information of the type described in the preceding sentence. Executive further agrees that he will not retain or use for Executive’s account at any time any trade names, trademark or other proprietary business designation used or owned in connection with the business of the Company or its affiliates. Except to the extent that it could reasonably be expected to materially and unreasonably interfere with the Executive’s professional and personal responsibilities and commitments, upon ...
Confidentiality and Cooperation. The Executive shall not at any time during the term of this Agreement, or thereafter, directly or indirectly, for any reason whatsoever, communicate or disclose to any unauthorized person, firm or corporation, or use for the Executive's own account, without the prior written consent of the Board, any proprietary processes, trade secrets or other confidential data or information of the Company and its related and affiliated companies concerning their businesses or affairs, accounts, products, services or customers, it being understood, however, that the obligations of this Section shall not apply to the extent that the aforesaid matters (i) are disclosed in circumstances in which the Executive is legally required to do so, provided that the Executive gives the Company prompt written notice of receipt of notice of any legal proceedings so as the Company has the opportunity to obtain a protective order, or (ii) become known to and available for use by the public other than by the Executive's wrongful act or omission. During and after his employment, the Executive shall cooperate with the Company or its counsel in connection with any matter, investigation, proceeding or litigation regarding any matter in which the Executive was involved during his employment with the Company or to which the Executive has knowledge based on his employment with the Company.
Confidentiality and Cooperation. Within 30 (thirty) days following the signing of this AGREEMENT, ETHICAL shall provide to LICENSEE copies of relevant ETHICAL KNOW-HOW which has not previously been provided to the LICENSEE.
Confidentiality and Cooperation. 13 (a) Cooperation........................................... 13 (b)
Confidentiality and Cooperation. Employee and Employer agree that they will cooperate with each other to assure a harmonious and positive separation, and neither party will make any disparaging comments about Employee, Employer, its directors, officers, financial operations or reports. As part of such cooperation, Employee agrees to Employer’s prior public statement of Employee’s retirement. Employee and Employer agree to keep the terms, amount and fact of this Agreement completely confidential. However, Employee may discuss this Agreement with his attorney, accountant and immediate family; provided, they agree to keep the contents of this Agreement confidential and not disclose it to others. Employer may likewise disclose the terms, amount or facts of this Agreement to those directors, officers, employees, attorneys, auditors, accountants, government rating agencies or other private entities as necessary or prudent for its business operations. Employee also agrees that any and all information obtained by Employee or disclosed to Employee during his employment with the Employer which is not already known to the general public, including but not limited to Employer’s financial and business information, strategic plans, projects, customers, programs, methods of operation, processes, practices, policies and procedures, are strictly confidential and proprietary to Employer, and shall be treated as trade secrets of Employer. Employee covenants in perpetuity that such trade secrets shall not be disclosed, discussed, or revealed to any persons, entities or organizations by Employee at any time. Employee understands and acknowledges that the existence of this confidentiality provision is a material inducement for Employer to enter into this Agreement. The parties agree that Employer would suffer irreparable harm if Employee breaches this confidentiality provision, and, therefore, both parties agree that if such breach occurs, then in addition to any other remedies available to Employer at law or equity Employee shall immediately repay Employer as a reasonable estimate of damages and not as a penalty an amount up to twenty-five percent (25%) of the severance payment described in Section 2.a above plus interest at the maximum rate allowed by law from the date of payment of the severance payment until repaid by Employee and no further payments will be made under Section 2.
Confidentiality and Cooperation. As additional consideration for the benefits which I will receive in accordance with the terms and conditions of this agreement, I agree to not disclose, use, publish, or authorize anyone else to disclose, use or publish, any confidential or secret technical or non-technical business information pertaining to the Company, including any of their operations, without the express written consent of the Company. I further agree to immediately return to the Company, unless otherwise agreed in writing, all confidential information and documents in whatever media or form in my possession or under my control. Confidential Information includes, but is not limited to, short and long-range plans, product design and development plans, pricing and marketing strategies, promotional programs, manufacturing equipment and processes, sales and distribution networks, organization structure and personnel, and proprietary or confidential information of third parties which is protected by non-disclosure agreements between the Company and any third party. I further agree that the terms and provisions of this Agreement are confidential, as well as the circumstances and discussion leading to this Agreement, and shall not be communicated in any manner to any person except to my spouse, attorney, tax advisor(s) or as required by court order. My spouse, attorney, and tax advisor will be advised that these matters are confidential as well. I will make myself available, as may be requested, at mutually convenient times and places with respect to pending and future business or legal matters, arbitrations, governmental investigations, or other dispute resolutions relating to matters that arose during my employment. I will be reimbursed for all reasonable out-of-pocket expenses and costs I may incur as a result of providing this assistance, upon receipt of proper documentation.
Confidentiality and Cooperation. You agree that you will not disclose ------------------------------- or cause to be disclosed in any way the terms, contents or execution of this Agreement or the facts and circumstances underlying this Agreement, except in the following circumstances; (1) to your immediate family provided the persons to whom the information is to be disclosed are informed of this paragraph and agree to be bound by it; (2) to your tax adviser, provided such persons agree to be bound by this paragraph; (3) to your legal counsel; and (4) pursuant to an order of a court or governmental agency of competent jurisdiction, or for the purposes of securing enforcement of the provisions of this Agreement. You also agree that you will cooperate fully with the Company in connection with any existing or future litigation against the Company, whether administrative, civil or criminal in nature, in which and to the extent the Company reasonably deems your cooperation necessary. You further agree that, in the event you or anyone acting on your behalf, is served with any subpoena, order, directive or other legal process involving the Company, you or your attorney shall immediately notify the Company's Senior Vice President of Human Resources of such service and of the content of any testimony or information to be provided pursuant to such subpoena, order, directive or other legal process and within two (2) business days send to the Company's Senior Vice President of Human Resources via overnight delivery (at the Company's expense) a copy of said documents served upon you.
Confidentiality and Cooperation. EMPLOYEE agrees to maintain strict confidentiality regarding the existence of and the terms and conditions in this Agreement except to show this Agreement to his personal attorney, personal accountant or any other personal adviser as required for the sole purpose of obtaining advice with respect to the terms and conditions hereof, provided that such person to whom disclosure is made agrees to be bound by the confidentiality provisions hereof. EMPLOYEE agrees to reasonable cooperation with COMPANY in the defense or prosecution of any litigation, arbitration, or claim against or by any person or party. COMPANY agrees to pay EMPLOYEE’S reasonable, documented, out-of-pocket expenses in providing any such cooperation pursuant to the terms of this Paragraph. EMPLOYEE shall not, however, be paid for his time or inconvenience in providing cooperation pursuant to the terms of this Paragraph.
