Confidentiality and Nonsolicitation. (a) The Executive acknowledges that in the course of his employment by the Company, she will or may have access to and become informed of confidential and secret information which is a competitive asset of the Company or its affiliates (“Confidential Information”), including, without limitation, (i) the identity of the Company’s employees, customers and suppliers, (ii) the terms of any agreement between the Company and any employee, customer or supplier, (iii) pricing strategy, (iv) customer locations and preferred routes, (v) marketing methods, (vi) financial results, (vii) strategic plans and analyses, and (viii) any non-public information concerning the Company, its affiliates, employees, suppliers or customers. The Executive agrees that she will keep all Confidential Information in strict confidence during the Term and thereafter, and will never directly or indirectly make known, divulge, reveal, furnish, make available, or use any Confidential Information (except in the course of regular authorized duties on behalf of the Company). The Executive agrees that the obligations of confidentiality hereunder shall survive termination of his employment at the Company regardless of any actual or alleged breach by the Company of this Agreement, until and unless any such Confidential Information shall have become, through no fault of the Executive, generally known to the public or the Executive is required by law to make disclosure (after giving the Company notice and an opportunity to contest such requirement). The Executive’s obligations under this Section 9 are in addition to, and not in limitation of or preemption of, all other obligations of confidentiality which the Executive may have to the Company under general legal or equitable principles. (b) Except in the ordinary course of the Company’s business, the Executive shall not make or cause to be made, any copies, pictures, duplicates, facsimiles or other reproductions or recordings or any abstracts or summaries including or reflecting Confidential Information. All such documents and other property furnished to the Executive by the Company or otherwise acquired or developed by the Company shall at all times be the property of the Company. Upon termination of the Executive’s employment with the Company for any reason, the Executive will return to the Company any such documents or other property of the Company which are in the possession, custody or control of the Executive.
Confidentiality and Nonsolicitation. 5.1. The Employee expressly agrees that the Employee will not use for the Employee's own benefit or disclose to any person any information, including confidential information, of the Employer, obtained or learned while acting as an employee for the Employer, without the prior written consent of Employer.
Confidentiality and Nonsolicitation. Executive agrees that in the performance of his duties hereunder he shall abide and be bound by the Company’s Code of Conduct. Without limiting the generality of the foregoing, Executive acknowledges that he is subject to the confidentiality and nonsolicitation restrictions set forth in the Code of Conduct.
Confidentiality and Nonsolicitation. You agree to execute and deliver the Employee Confidentiality and Nonsolicitation Agreement attached hereto as Exhibit B prior to the Effective Date.
Confidentiality and Nonsolicitation. 5.1 Employee shall not disclose Confidential Information of or about the VDC Entities to any other person, entity, corporation, trust, association or partnership. For the purposes of this Agreement, the term "
Confidentiality and Nonsolicitation. Executive agrees that he is subject to the Company's or its Affiliates' standard agreement governing confidentiality and nonsolicitation and to execute such agreement.
Confidentiality and Nonsolicitation. Pending the Closing, Purchaser will hold in confidence all information obtained in connection with the transactions completed herein and will use such information only for purposes related to the transactions contemplated hereby. Purchaser further agrees that, pending the Closing, it will not disclose any such information to any third party except upon the prior written consent of the Partners, or except as required by law or except to its advisors who have agreed to maintain the confidentiality of such information. If the transactions contemplated hereby are not consummated, Purchaser will return all data to the Partners and continue to honor the foregoing confidentiality and non- disclosure covenants for a period of five years. Such obligation of confidentiality shall not extend to any information (a) which is shown to be or to have been generally known to others engaged in the same trade or business as the Company, (b) previously known to Purchaser prior to the start of discussions leading to the execution of this Agreement, (c) obtained by Purchaser in good faith from third parties who are not obligated to maintain the information confidential or (d) that is or shall be public knowledge through no act or omission by Purchaser or any of its directors, officers, employees, professional advisors or other representatives. Furthermore, if the transactions contemplated hereby are not consummated, Purchaser agrees that for a period of three years it will not, nor will it permit its officers, directors, employees, agents or representatives to, directly or indirectly solicit or attempt to solicit any of the employees of the Company at the level of manager or above to leave the Company or to become employees of or consultants to any other person or entity. 5.06
Confidentiality and Nonsolicitation. CARRIER shall provide records of all Shipments transported under this Agreement to BROKER upon request, regardless of whether this Agreement remains in effect at the time of such request. Neither PARTY may disclose the terms of this Agreement to a third party without the written consent of the other PARTY except (1) as required by law or regulation; (2) disclosure is made to its accountants, tax advisors, attorneys, or any parent, subsidiary or affiliate company; or
Confidentiality and Nonsolicitation. (a) Confidential Information. NDC acknowledges that material and information which NDC may acquire about Customer’s Products, volume, customers, pricing, procedures and processes, and any other information that is generally not in the public domain and acquired by NDC as a result of this arrangement with Customer, are considered by Customer to be proprietary and confidential. Customer acknowledges that material and information which Customer may acquire about inventory management software programs owned or licensed by NDC, including (but not limited to) the WMS, staffing methods, financial or other accounting systems, Fees and NDC’s other procedures and processes relating to the Services being provided hereunder, are considered by NDC to be proprietary and confidential. Each Party agrees that all such information acquired by the other hereunder shall be held in confidence, and neither Party shall reveal or use any such information without the other Party’s prior written consent. Each Party shall disclose such information or material only to those who have reasonable need to know the same in connection with the performance of this Agreement, and the Parties agree to protect the information with the same degree of care that each Party employs for the protection of its own confidential and proprietary information of a similar nature, but not less than reasonable care. Each Party shall be responsible for any violation of this provision by any of its employees, agents or representatives. Neither Party shall have any obligation, however, to preserve the confidentiality of any such information that: (i) is in the public domain or generally available to the public; or (ii) was in the possession of or disclosed to the other prior to the date hereof, free of any obligation to keep the same confidential; or (iii) is lawfully acquired by the other from a third party under no obligation of confidentiality to the other Party; or (iv) a Party is obligated under law or court order to disclose; provided, however, the Party required to so disclose shall give prompt written notice thereof to the other. NDC acknowledges that it is aware (and that its employees, agents and representatives who provide Services or are otherwise apprised of the matters which are the subject of this Agreement have been or will be advised) that the United States securities laws prohibit any person or entity in possession of material non-public information relating to a company from purchasing or se...
Confidentiality and Nonsolicitation. 34 5.5 Expenses..................................................................... 34 5.6 Public Disclosure............................................................ 34 5.7 Consents..................................................................... 35 5.8
