Confidentiality and Non-Disclosure Agreements. (a) The Employee acknowledges that any confidentiality, proprietary or ownership rights or nondisclosure agreement(s) in favor of the Company or the Company Releasees which he may have entered into in connection with his employment (the "Nondisclosure Agreement(s)") by the Company, are understood to survive, and do survive, the termination of his employment and this Agreement, and accordingly nothing in this Agreement shall be construed as terminating, limiting or otherwise affecting any such Nondisclosure Agreement(s) or the Employee's obligations thereunder.
(b) The Employee agrees that, except to the extent compelled by law or legal process or except to the extent he is required to disclose to governmental authorities in connection with any inquiry, audit or assessment relating to the taxation of any payments provided for herein or except in any litigation or arbitration proceeding between the Company and the Employee (in which case the Employee will use his best efforts to ensure that such information is maintained as confidential by the persons to whom he is compelled or required to disclose such information), the Employee will not: (i) disclose or communicate confidential information of the Company to any third party (including governmental agencies and employees and former employees of the Company); (ii) make use of confidential information of the Company for his own behalf, or on behalf of any third party; or (iii) facilitate, assist, persuade or attempt to facilitate, assist or persuade any third party to commence or prosecute any legal proceedings against the Company or any Company Releasees. If the Employee receives, is notified of, or is served with a subpoena, summons, complaint, order, notice, notice of deposition or any other legal process or request for information in connection with any legal or quasi-legal proceeding, including, but not limited to, any action at law or equity, arbitration, administrative proceeding or governmental, self-regulating organization or stock exchange investigation, relating to the performance of his services as an employee, officer or as a director of the Company, or which, if complied with by the Employee, might compel or lead to the disclosure by the Employee of confidential information of the Company, the Employee shall immediately notify the Company and provide the Company with a copy of the same within two (2) business days.
Confidentiality and Non-Disclosure Agreements. During the course of Employee’s employment with the Company, the Company will provide Employee with access to and Employee will be exposed and/or have access to substantial quantities of confidential information relating to the Company’s business (including the business of all affiliates and operations of the Company), such as customer information, vendors, operations and operating procedures, pricing, financial information, technology, marketing strategies, design of facilities, employment practices, contractual agreements, and trade secrets (the “Confidential Information”). Employee agrees that both while employed by the Company and following termination of Employee’s employment with the Company at any time in the future:
(i) Employee will take all reasonable precautions to safeguard all Confidential Information at all times so that it is not communicated to, exposed to, available to, or taken by any unauthorized individual or entity;
(ii) Employee will not personally use or disclose such information; and
Confidentiality and Non-Disclosure Agreements. During the course of Employee’s employment with the Company, the Company will provide Employee with access to and Employee will be exposed and/or have access to substantial quantities of confidential information relating to the Company’s business (including the business of all affiliates and operations of the Company), such as customer information, vendors, operations and operating procedures, pricing, financial information, technology, marketing strategies, design of facilities, employment practices, contractual agreements, and trade secrets (the “Confidential Information”). Employee agrees that both while employed by the Company and following termination of Employee’s employment with the Company at any time in the future:
(i) Employee will take all reasonable precautions to safeguard all Confidential Information at all times so that it is not communicated to, exposed to, available to, or taken by any unauthorized individual or entity;
(ii) Employee will not personally use or disclose such information; and
(iii) Employee will exercise Employee’s best efforts to assure the safekeeping of the Company’s Confidential Information. Upon termination of Employee’s employment with the Company, Employee agrees to immediately return to the Company all Confidential Information and other Company property, including without limitation all originals, copies, computer data, or other records or information. It is understood and agreed that Confidential Information and other property of the Company shall remain at all times the property of the Company.
Confidentiality and Non-Disclosure Agreements. NEWTECH deems that its business dealings, customer lists and vendors' lists, parts lists and methods of doing business are confidential and a trade secret of NEWTECH. VAC deems the names and addresses of its service centers, its computer software programs and business methods used in establishing its telephone network and staffing of same are confidential and a trade secret of VAC. Each party acknowledges that the above are valuable assets to them and that said interests are proprietary in nature. Each party could suffer injury if its customers or competitors were able to use the resources of VAC or NEWTECH in order to learn confidential information. Therefore, NEWTECH agrees that if this agreement is terminated, NEWTECH shall not thereafter seek to solicit, for its own use or the use of third parties, the service of any VAC service centers that NEWTECH learns of as a result of its association or affiliation with VAC. VAC shall not, for its own use or third parties, use NEWTECH's customers or vendors' lists and shall not use knowledge of NEWTECH's business dealings for the benefit of VAC or others. The parties agree that for a period of two (2) years from the date of the termination of this agreement, this confidentiality agreement shall remain in full force and effect. NEWTECH shall not for itself or cause any third party on its behalf to contact any of the VAC authorized service centers for the purposes of establishing network or repair facilities in order to use such facilities for warranty service repairs or extended service contract repairs. VAC shall not use NEWTECH's customers' lists or vendors' lists to solicit NEWTECH's customers or vendors in any way and shall not use knowledge of NEWTECH's business dealings to its advantage. This prohibition shall not bar NEWTECH from making legitimate inquiries to the repair and service centers with regard to any warranty repair work that is being performed or, if a complaint has been lodged by a customer. The parties acknowledge that it would be difficult or impossible to ascertain damages in the event of a breach of this clause. Thereafter, in the event either party shall breach the provisions contained herein regarding non-solicitation and confidentiality, the parties agree that the appropriate remedy would be for injunctive relief. The parties agree that with respect thereto, the laws of the State of New York shall be binding on the parties and the parties hereby designate the Supreme Court of the State of ...
Confidentiality and Non-Disclosure Agreements. No later than thirty (30) days following the Effective Date, all employees of Carolco Pictures shall have signed confidentiality and non-disclosure agreements in form and substance as attached hereto as Exhibit C.
Confidentiality and Non-Disclosure Agreements. None of the former or present Employees, consultants, officers or directors of Seller or any distributor, reseller or customer of Seller, owns, directly or indirectly, or has any other right or interest in, or claim to, in whole or in part, any of the Trade Rights. Each current and former Employee, consultant or contractor of Seller, who invented, participated in the invention or reduction to practice of, or was granted access to, any of the Trade Rights, executed (i) in the case of Employees, a proprietary information and confidentiality agreement substantially in the form of SCHEDULE 4.16(b)(i) and (ii) in the case of consultants and contractors, a non-disclosure agreement substantially in the form of SCHEDULE 4.16(b) (ii). All technical information which is proprietary to Seller has been kept confidential by Seller, with the exception of technical information that has been disclosed in the ordinary course of business under non-disclosure or similar agreements and information that has been submitted in the course of filing patent applications.
Confidentiality and Non-Disclosure Agreements. Each of the employees and consultants of ISC shall have entered into a confidentiality and non-disclosure agreement with ISC or SDC in substantially the form set forth in Exhibit G (collectively the "NON-DISCLOSURE AGREEMENTS" and individually a "NON-DISCLOSURE AGREEMENT"), and the same shall be in full force and effect.
Confidentiality and Non-Disclosure Agreements. Each of the Company Shareholders agrees to use his best efforts to get each of the employees, officers and regular consultants of the Company to enter into a Non-Disclosure Agreement (as defined in Section 8.9 hereof) with the Company.
Confidentiality and Non-Disclosure Agreements. Each of the Company Shareholders shall have entered into a confidentiality and non-disclosure agreement with the Company in form and substance as set forth in Exhibit F (collectively the "Non-Disclosure Agreements" and individually a "Non-Disclosure Agreement"), and the same shall be in full force and effect.
Confidentiality and Non-Disclosure Agreements. Each observer and each member of the Board of Directors shall enter into a confidentiality and non-disclosure agreement with the Company, in the form acceptable to the Company.
