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. 6.1 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 that he will execute such agreement.
Confidentiality and Nonsolicitation. Pending the Closing, Investor ----------------------------------- will hold in confidence all information obtained from the Shareholders or the Company (or their officers, directors, employees, agents, advisors or representatives) in connection with the transactions completed herein and will use such information only for purposes related to the transactions contemplated hereby. Investor 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 Shareholders, or except as required by law or except to its advisors and financing sources who have been informed of the confidentiality of such information. If the transactions contemplated hereby are not consummated, Investor will return all such information to the Shareholders 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 becomes generally known to others engaged in the same trade or business as the Company (b) previously known to Investor prior to the start of discussions leading to the execution of this Agreement, (c) obtained by Investor in good faith from third parties who are not obligated to maintain the information confidential or (d) that is or becomes public knowledge through no act or omission by Investor or any of its directors, officers, employees, professional advisors or other representatives. Furthermore, if the transactions contemplated hereby are not consummated, Investor 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.
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. (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. (a) Servicer hereby agrees with Owner and confirms that the names of the applicants for, Delinquent Obligors or Obligors under, any of the Receivables, and any financial information, documentation of the Receivables, terms, conditions and pricing of the proposed Receivables and underwriting procedures and all other data, information or documentation which has been disclosed to, or obtained by the Servicer with respect to this Agreement and, as may hereafter be disclosed to, or obtained by the Servicer constitute valuable, confidential, proprietary information belonging solely to the Owner. Herein all such information is called "Confidential Information". "
Confidentiality and Nonsolicitation. (a) The terms of the letter agreement dated September 28, 2004 (the “Confidentiality Agreement”) between the Acquiror and GE are incorporated into this Agreement by reference and shall continue in full force and effect until the Closing, at which time the confidentiality obligations under the Confidentiality Agreement shall terminate; provided, however, that (i) the Acquiror’s confidentiality obligations shall terminate only in respect of that portion of the Evaluation Material (as defined in the Confidentiality Agreement) exclusively relating to the Business that is the subject of the transactions contemplated by this Agreement and (ii) notwithstanding the terms of the Confidentiality Agreement, it shall remain in full force and effect (as modified hereby) until December 31, 2006. If, for any reason, the sale of the Equity Interests, the Supplier Membership Interests and the Transferred Assets is not consummated, the Confidentiality Agreement shall nonetheless continue in full force and effect.
