Confidentiality and Nonsolicitation. 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 sellin...
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 "Confidential Information" shall include, without limitation, information obtained while Employee was employed by the VDC Entities as an officer or in any other capacity, relating to the VDC Entities' financial condition, systems, know-how, designs, formulas, processes, devices, intellectual property (pending or otherwise), inventions, research and development, projects, technologies, communications with third parties such as governmental agencies, customers, suppliers, or vendors, methods of doing business, agreements with customers, suppliers, or vendors or other aspects of the VDC Entities' business which information is generally not available outside of the VDC Entities.
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. 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. 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.
5.2. The parties hereby agree and acknowledge that the Employer has spent considerable sums of money and time in developing good customer contact and rapport and that the client list or customer list developed by the Employer is worth a considerable amount of money and therefore is a benefit which the Employer seeks to protect. Such protection is hereby agreed upon and acknowledged by both parties as being reasonable consideration for establishing this restrictive covenant.
5.3. The parties hereby agree that it may be difficult or impracticable to calculate or ascertain actually or definitely the damages that the Employer may suffer if a breach of this provision is caused by the Employee. Accordingly, the parties agree to the sum of $ [dollar amount of liquidated damages] as liquidated damages for a breach of this provision, together with reasonable attorney's fees required to enforce this Agreement. The Employer may also resort, without prejudice to this liquidated damages provision, to any other appropriate legal remedy, by injunction or otherwise. If any of the foregoing restrictions in this provision are held to be invalid, they shall be deemed to be severable and shall not defeat the remaining provisions in this Agreement.
Confidentiality and Nonsolicitation. The parties hereto recognize, acknowledge and agree that Owner may become privy to certain confidential, proprietary or trade secret information of Manager. Owner xxxxxx agrees that Owner will not disclose such information except as required in connection with this Agreement or pursuant to court order. Owner further agrees that during the term of this Agreement, and for a period one year thereafter, Owner will not solicit or offer employment to any employee of Manager.
Confidentiality and Nonsolicitation. 17 (S)17. NOTICES......................................................... 18 (S)18. INDEPENDENT CONTRACTOR.......................................... 19 (S)19. COMPLIANCE WITH THE LAWS........................................ 19 (S)20. NONDISCRIMINATION............................................... 19 (S)21. RESERVATION OF RIGHTS........................................... 20 (i) (S)22. SECTION HEADINGS................................... 20 (S)23. GOVERNING LAW...................................... 20 (S)24. SEVERABILITY....................................... 20 (S)25. AUTHORITY.......................................... 20 (S)26. NO THIRD PARTY BENEFICIARIES....................... 21 (S)27. CONSTRUCTION....................................... 21 (S)28. GOOD FAITH......................................... 21 (S)29. TERMINATION OR EXPIRATION.......................... 21 (S)30. NOTICES............................................ 24 (S)31. SURVIVAL OF PROVISIONS............................. 24 (S)32. ENTIRETY........................................... 24 (S)33. AMENDMENT.......................................... 24 (S)34. FACILITY LEASE..................................... 24 (ii) OPERATING SERVICES AGREEMENT This Agreement is made and entered into as July 13, 1998, by and between FAVORITE BRANDS INTERNATIONAL, INC., a Delaware corporation ("Customer") and EXEL LOGISTICS, INC., a Massachusetts corporation ("Exel"). Exel provides warehouse and logistic services, including, among other services, certain warehouse services for the receipt, storage, handling and shipping of goods; and Customer desires to use Exel's services with respect to certain of its products and Exel is willing to provide the same on the terms and conditions hereinafter set forth for the services; and
Confidentiality and Nonsolicitation. Except as required in the ordinary course of Employer's business, Executive shall hold in confidence and not disclose to any person or entity without the express prior written authorization of Employer, either during the term of the Agreement, or within one (1) year thereafter, any information, trade secrets, systems, processes or business methods, or any other matter relating to the customers or the business affairs of Employer or any companies affiliated with Employer that constitute secret or confidential information of Employer.