Confidentiality and Non-Disparagement. Except as required to be publicly disclosed, Consultant and any associated personnel, consultants, advisors, professionals or other affiliates (collectively “Consultant Representatives”) agree to treat confidentially and to maintain in strict confidence the existence and terms of this Agreement. In the event that Consultant or Consultant Representatives become legally compelled to disclose any Confidential Information (as defined in the Non-Disclosure Agreement signed by the Parties), it will provide Company with reasonable notice so that Company may seek a protective order or other appropriate remedy or waive compliance with the provisions of the Agreement. In the event that such protective order or other remedy is not obtained, or that Company waives compliance with the provisions of the Agreement, Consultant or Consultant Representatives will furnish only that portion of the Agreement that it is advised by opinion of counsel (reasonably acceptable to Company) is legally required and will endeavor to obtain assurance that confidential treatment will be accorded the remainder of the Agreement. Consultant and its Representatives further agree that they will not engage in any disparagement of the Company or any of its personnel, Board, consultants, advisors, professionals or other affiliates (collectively “Company Representatives”) in any written, oral or broadcast form in any medium whatsoever. Consultant and its Representatives acknowledge that money damages may be both incalculable and an insufficient remedy for any breach of this Section 5, and that any such breach would cause the Company and/or Company Representatives irreparable harm. Accordingly, Consultant agrees that in the event of any breach or threatened breach hereof by Consultant or by its Representatives of this Section 5, (i) the Company shall become entitled, in addition to any other available remedies at law, without the requirement to mitigate damages or take any other action, to equitable relief, including injunctive relief and specific performance without the posting of any bond or other security, and (ii) that the Company shall become entitled to terminate this Agreement and cease making any payments pursuant to Section 2(b) hereof that have not yet been paid, and (iii) depending upon the severity of the breach, Consultant shall, upon any such termination of this Agreement pursuant to this Section 5, forfeit to the Company within five business days following the date of such terminatio...
Confidentiality and Non-Disparagement. The Parties agree that they shall keep in strict confidence the terms and amount of this Agreement and settlement discussions related thereto. The Parties shall not reveal this confidential information to any other person, except as required by law or order of the court or other government authority, or as is reasonably necessary to be disclosed to the Parties’ accountants, tax advisors, investors, potential investors, or attorneys. The Parties further agree that if they receive a subpoena, summons or request to reveal this confidential information, then the Party shall promptly notify the other Party of the subpoena, summons, or request. The Parties expressly acknowledge that the purpose of this notice and requirement is to provide the non-receiving Party with adequate opportunity to oppose any subpoena, summons, or request. If any Party initiates an enforcement action relating to the terms and conditions of this Agreement, the Parties agree that they will jointly request that everything the Parties file with the court regarding the enforcement case remain sealed from the public. The Parties, further agree that they shall not in writing, orally, or electronically publish or divulge publicly disparaging remarks about one another. These Confidentiality and Non-Disparagement Provisions are contractual consideration and not mere recitals. Notwithstanding anything to the contrary in this Agreement, the Parties acknowledge and agree that NNI will have the unconditional right to disclose in its filings with the United States Securities and Exchange Commission such information about this Agreement as may be required, in NNI’s sole and reasonable discretion, to satisfy its duties and obligations under applicable securities laws. Notwithstanding the above, the parties agree that the Trust may file in the Bankruptcy Court and serve a notice referencing the existence of the settlement but not the terms thereof. In addition, the parties agree that the Trustee may file with the Bankruptcy Court and provide to the Office of the United States Trustee a report which will include the Trustee’s receipt of the settled amount.
Confidentiality and Non-Disparagement a) Xxxxxxxx agrees not to disclose confidential, sensitive, or proprietary information concerning the Company obtained by him during his employment with the Company. For purposes of this Agreement, “confidential, sensitive, or proprietary” information would include, without limitation, all materials and information (whether written or not) about the Company’s services, products, processes, research, customers, personnel, finances, purchasing, sales, marketing, accounting, costs, pricing, improvements, discoveries, software, business methods and formulas, inventions, and other business aspects of the Company which are not generally known and accessible to the public at large or which provide the Company with a competitive advantage.
b) Xxxxxxxx agrees that he will not: (1) make any statements to representatives of any press or media, Company employee, government entity, customer or vendor, which is disparaging of the Company, its reputation, or the character, competence or reputation of any officer, director, executive, employee, partner, or agent of the Company or any of its affiliated entities; (2) directly or indirectly provide information, issue statements, or take any action that would be reasonably likely to damage the Company’s reputation, cause the Company embarrassment or humiliation, or otherwise cause or contribute to the Company being held in disrepute; (3) directly or indirectly seek to cause any person or organization to discontinue or limit their current employment or business relationship with the Company; or (4) encourage or assist others to issue such statements or take such actions prohibited in this Section.
c) Notwithstanding anything herein to the contrary, any confidentiality, non-disclosure, non-disparagement or similar provision in this agreement does not prohibit or restrict Xxxxxxxx (or his attorney) from initiating communications directly with, or responding to any inquiry from, or providing testimony before, the SEC, FINRA, any other self-regulatory organization or any other state or federal regulatory authority, regarding this Agreement or its underlying facts or circumstances.
Confidentiality and Non-Disparagement. (a) Both parties agree to keep all confidential information expressed by a party (Confidential Information) confidential and to use such information only for the purposes of performance of their respective obligations under this Agreement.
(b) A party must:
i. not disclose any Confidential Information of the other party to anyone else except as permitted under this Agreement;
ii. limit the disclosure of the Confidential Information within its own Organisation only to those of its officers and employees to whom such disclosure is strictly necessary for the purposes of this Agreement and who have been made aware of its confidential nature and have agreed to keep the information confidential in accordance with the terms of this clause; and
iii. not use the name of the other party in publicity releases, advertising or promotion of the party unless the other party has given its prior written consent (which shall not be unreasonably withheld).
(c) The obligations of confidentiality in paragraph (b) will not apply to information which:
i. is generally available in the public domain except where such availability is as a result of a breach of this Agreement;
ii. was known prior to the disclosure of the information by the other party; or
iii. is required to be disclosed by an applicable law or court order.
(d) Notwithstanding anything else in this clause, MyInternship may collect and hold personal information about the Candidate, that is, information that can identify the Candidate and is relevant to providing the Candidate with the services or products that the Candidate is seeking. This personal information may include details such as name, age, gender, contact information, products and services that the Candidate may be interested in or require more information about. If the Candidate purchases or requests products and services from MyInternship.
(e) MyInternship may also use Candidate’s details for future marketing or promotional material including sending marketing emails, newsletters or other promotional products. Also, MyInternship may share Candidate’s personal data with other companies for commercial purposes.
(f) The obligations imposed under this clause will survive the termination of this Agreement.
(g) The Candidate will not disclose, or authorise the disclosure of, any terms of the Candidate’s participation in the MyInternship Internship program to any other person, except to the extent necessary to comply with legal obligations.
(h) The parties agree...
Confidentiality and Non-Disparagement. Awardee agrees to maintain as confidential any non-public information that is shared with Awardee or obtained by Awardee about the Competition or its procedures and other candidates, including the identity of any alternate or other Awardees. Awardee agrees on behalf of itself and its principals not to disparage 43North, the Competition, its staff, judges, or Board of Directors in any public statement.
Confidentiality and Non-Disparagement. The Parties shall keep this Agreement confidential and shall not disclose its existence or the contents of this Agreement, and this Agreement shall not be offered or received in evidence, nor shall the Agreement be admissible in any trial or civil proceedings, except that its existence and contents may be disclosed (i) as may be required by subpoena or other legal process under applicable federal or state statutes or regulations, court order or in connection with its enforcement or as otherwise required by law; or (ii) in the ordinary course of business by any Party to a government or regulatory agency upon the request of such agency; or (iii) to the Parties’ respective accountants, auditors or attorneys (including in-house and outside counsel) on a confidential and need-to-know basis. Further, it is understood and agreed that Geospatial will disclose this Agreement via the filing of a Form 8-K with the Securities and Exchange Commission and will further disclose this Agreement in connection with its efforts to effect the Anticipated Capital Raise. Should any person or entity seek access to this Agreement from any Party, by request, subpoena or otherwise, such Party shall (a) promptly notify the other Party in writing to its attorney identified below of the requested access, (b) notify in writing the person or entity requesting access that this Agreement is confidential, and (c) prior to responding to any such request or subpoena, shall permit the other Party the time prescribed by any applicable statute or Rule of Civil Procedure to resist any efforts by any person or entity to obtain this Agreement from the Parties hereto. If any Party objects to disclosure, its undertaking to maintain confidentiality of the Agreement shall be at its own expense. Each of the Parties agrees that throughout the Deferral Period such Party shall not make or cause to be made any statements which disparage, are inimical to, or seek to damage the reputation of any other Party.
Confidentiality and Non-Disparagement. You agree that the existence, terms and provisions of this Agreement are strictly confidential, and that You shall not disclose them to any person or entity, other than to your immediate family, your attorney, and your professional accountant, or licensed financial advisors. You shall be required to advise your immediate family, your attorney, and your professional accountant, or licensed financial advisors that any information that You provide to them regarding this Agreement or your employment with the Company is subject to strict confidentiality provisions. You shall be responsible for a breach of the confidentiality and non-disparagement provisions of this Agreement by any person to whom You have disclosed the terms of this Agreement as if You yourself had breached said terms. You agree that any information that You learned regarding the business and operations of the Company during your employment are strictly confidential. You agree that if You breach this Confidentiality provision that You will immediately reimburse to the Company any and all wages, monies and benefits that You received from the date of your execution of this Agreement and that the Company will have no further payment obligations to You. You agree that You will remain bound by all of the terms and conditions of this Agreement. The Company agrees and represents that its Officers will not defame You either orally or in writing. This provision does not apply to testimony, answers or responses compelled, demanded, requested or required: (1) by the Securities and Exchange Commission (hereafter “SEC”), the Financial Regulatory Authority (hereafter “FINRA”) or other securities regulatory or self-regulatory agencies or authorities or their staff; or (2) by applicable law, rule, regulation or legal process or procedure. The Company and its employees, Officers and Directors shall provide to its auditors and regulatory or governmental agencies or authorities any information requested or required by such entities and the provision of such information shall not constitute a breach of any duty of the Company under this Agreement and shall not constitute the basis for any action against the Company or the Releasees. The Company and its employees, Officers and Directors may at all times respond to any inquiry from any source that You resigned and that a confidentiality agreement exists and the provision of such information shall not constitute a breach of any duty of the Company under this Agreemen...
Confidentiality and Non-Disparagement. Executive agrees to keep the fact and terms of this Release in strict confidence. Executive agrees not to disclose this document, its contents or subject matter to any person other than his immediate family, attorney, accountant or income tax preparer, or otherwise as required by law. Executive agrees that he will not denigrate, disparage, defame, impugn, or otherwise damage or assail the reputation or integrity of the Company or any Released Party.
Confidentiality and Non-Disparagement a. Bxxx xxxees, covenants and represents that the facts relating to the existence of this Agreement, the negotiations leading to the execution of this Agreement, the terms of this Agreement and the amounts of the Severance Payment and the Supplemental Payment shall be held in confidence, and shall not be disclosed, communicated or divulged, to any person other than those who must perform tasks to effectuate this Agreement, without first obtaining MTI's written consent to each disclosure.
b. Bxxx xxxther agrees, covenants and represents that he shall not take any action or make any comments that actually or potentially disparage, disrupt, damage, impair, or otherwise interfere with MTI's business interests or reputation.
Confidentiality and Non-Disparagement. Subject to Section 8(b) of this Agreement and applicable law, you acknowledge that you continue to be bound by your obligations under the Employment Agreement that survive the termination of your employment, including without limitation your obligations set forth in Sections 7-11 and 13 thereof (collectively, the "Continuing Obligations"). For the avoidance of doubt, you will not be held criminally or civilly liable under any federal or state trade secret law for disclosing a trade secret (y) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law, or (z) in a complaint or other document filed under seal in a lawsuit or other proceeding; provided, however, that notwithstanding this immunity from liability, you may be held liable if you unlawfully access trade secrets by unauthorized means. Subject to Section 8(b) of this Agreement, and except as otherwise required by law, you agree that you will not disclose this Agreement or any of its terms or provisions, directly or by implication, except to members of your immediate family and to your legal and tax advisors, and then only on condition that they agree not to further disclose this Agreement or any of its terms or provisions to others. Subject to Section 8(b) of this Agreement and applicable law, you agree that you will never disparage or criticize any of the Released Parties (as defined below), the Company, its Affiliates, their business, their management or their products or services, and that you will not otherwise do or say anything that could harm the interests or reputation of the Company or any of its Affiliates. The Company, in turn, agrees that it will never disparage or criticize you, your professional standing, your role with the Company, or otherwise, and that it will not otherwise do or say anything that could harm your personal or professional interests or reputation. You understand that the Company's obligations under this Section 6(c) relate only to the Company's officers and directors.
