Confidentiality and Other Covenants. As a condition of Employee’s employment with the Company, the Employee has executed the Founder Invention and Non-Disclosure Agreement and the Founder Invention and Non-Disclosure Agreement, both of which the Company and Employee acknowledge and agree shall be considered separate contracts. In addition, Employee represents and warrants that Employee shall be able to and will continue to perform the duties of Employee’s position without utilizing any material confidential and/or proprietary information that Employee may have obtained in connection with employment with any prior employer, and that Employee shall not (i) disclose any such information to the Company, or (ii) induce any Company employee to use any such information, in either case in violation of any confidentiality obligation, whether by agreement, by operation of law or otherwise.
Confidentiality and Other Covenants. Each member of the Senior Management agrees that:
(a) he shall keep confidential any information, including Trade Secrets, relating to the Company, Company Affiliates, and the Business (unless such disclosure is permitted in writing by the Company, required under law or by order of any governmental or regulatory authority, or relates to information already in the public domain, or is rightfully obtained from a third party without breach of any confidentiality obligation);
(b) all Work Product of any member of the Senior Management conceived (whether solely or jointly with others) within the scope of his employment with the Company belongs to the Company and any and all of his rights to such Work Product, to the extent not yet assigned, are hereby assigned to the Company;
(c) upon the termination of his employment with the Company, at the request of the Company, he shall return to the Company all of the Company’s proprietary items in his possession or under his control and shall not retain any copies or other physical embodiment of any of such items; and
(d) upon the termination of his employment with the Company, he shall not hold himself out as an employee, agent or representative of the Company.
Confidentiality and Other Covenants. (a) Consultant acknowledges that as a result of prior employment with the Company, and his performance of the consulting services, Consultant has access to Protected Information as defined in Article 10 of the Severance Agreement.
(b) Consultant agrees that, in consideration for the consulting fees paid pursuant to this Agreement, the terms and conditions set forth in Article 10 of the Severance Agreement, entitled “Confidentiality”, shall continue in full force and effect throughout the Consulting Period and for a period of five (5) years following the end of the Consulting Period.
Confidentiality and Other Covenants. By and in consideration of the compensation and benefits to be provided by the Company hereunder, including the severance arrangements set forth herein, Executive agrees to the following:
Confidentiality and Other Covenants. The Executive agrees that:
(a) the Executive shall keep confidential any information, including Trade Secrets, relating to the Company, any Company Affiliate and the Business (unless such disclosure is permitted in writing by the Company, required under law or by order of any governmental or regulatory authority, or relates to information already in the public domain, or is rightfully obtained from a third party without breach of any confidentiality obligation);
(b) all Work Product of the Executive conceived (whether solely or jointly with others) within the scope of the Executive’s employment with the Company belongs to the Company and any and all of the Executive’s rights to such Work Product, to the extent not yet assigned, are hereby assigned to the Company;
(c) upon the termination of the Executive’s employment with the Company, at the request of the Company, the Executive shall return to the Company all of the Company’s proprietary items in the Executive’s possession or under the Executive’s control and shall not retain any copies or other physical embodiment of any of such items; and
(d) upon the termination of the Executive’s employment with the Company, the Executive shall not hold the Executive out as an employee, agent or representative of the Company.
Confidentiality and Other Covenants. As a condition of Employee’s employment with the Company, the Employee has executed the Confidential Information and Non-Competition Agreement, which the Company and Employee acknowledge and agree shall be considered a separate contract. In addition, Employee represents and warrants that Employee shall be able to and will continue to perform the duties of Employee’s position without utilizing any material confidential and/or proprietary information that Employee may have obtained in connection with employment with any prior employer, and that Employee shall not (i) disclose any such information to the Company, or (ii) induce any Company employee to use any such information, in either case in violation of any confidentiality obligation, whether by agreement, by operation of law or otherwise.
Confidentiality and Other Covenants. (a) Each of the Parties acknowledges that all information communicated or provided in any form by one Party to the other or gathered during a meeting or site visit, in each case, before or after the signing of this Agreement (including in the course of due diligence investigations leading to this Agreement) is confidential ("Confidential Information") and agrees that it will not disclose and will maintain such information in strict confidence and that such information will not be used other than in furtherance of the purposes of this Agreement; provided that such confidentiality obligation will not apply to:
(i) information in the public domain prior to the date hereof;
(ii) information that becomes public after the date hereof, provided that such disclosure does not result from a breach by a Party, or the Party's Affiliates or Representatives, of the Party's obligations hereunder;
(iii) information that was disclosed to such Party by a third party which was not subject to any obligation of confidentiality in respect of such information; and
(iv) information that is required by Applicable Laws to be disclosed, provided that (i) where such disclosure is to any Governmental Authority and not to the public, the information will continue to be confidential, and (ii) so far as it is lawful and practical to do so prior to disclosure, the Party making the disclosure shall promptly notify the other Party with a view, so far as it is reasonably practical, to provide such other Party with the opportunity to
Confidentiality and Other Covenants. The Company’s obligations under this Agreement are contingent upon your performance of your obligations set forth in the Release, Section 10 of the Employment Agreement, and the obligations as set forth in the Confidentiality Agreement. Any breach of such obligations under the Release, Section 10 of the Employment Agreement, or the Confidentiality Agreement will result in an immediate termination of the Company’s obligation under this Agreement, in addition to all other remedies available to the Company at law or in equity. You further agree to hold confidential, and not to disclose to anyone, any confidential information gained in the course of your employment with the Company and any of its subsidiaries or affiliates except as necessary and proper for carrying out your job duties. You also agree to hold confidential, and not to disclose to anyone, the contents of this Agreement, including its terms and any monetary consideration paid herein, except as required by lawful subpoena, for purposes of enforcing this Agreement, to your attorney, or to your tax advisor.
Confidentiality and Other Covenants. By and in consideration of the compensation and benefits to be provided by the Company hereunder, including the severance arrangements set forth herein, Executive agrees to the following:
(A) NONCOMPETITION. During the Employment Period and until the earlier of: -------------- (i) the last day of the one year period following any Voluntary Termination of the Employment Period by Executive pursuant to Section 5 hereof, or (ii) the date a Change of Control occurs (the "Restriction Period"), Executive shall not become associated with any entity, whether as a principal, partner, employee, agent, consultant, shareholder (other than as a holder, or a member of a group which is a holder, of not in excess of 1% of the outstanding voting shares of any publicly traded company) or in any other relationship or capacity, paid or unpaid, that is actively engaged in any geographic area in any business which is in competition with the business of the Company. Notwithstanding anything herein to the contrary, the terms of this Section 9(a) shall not apply in the event of any termination of employment following a Change of Control as provided for in Section 6 of this Agreement, including any termination following a potential Change of Control as described in the first paragraph of Section 6.
(B) CONFIDENTIALITY. Without the prior written consent of the Company, --------------- except to the extent required by an order of a court having competent jurisdiction or under subpoena from an appropriate government agency, Executive shall not disclose to any third person, or permit the use of for the benefit of any person or any entity other than The Company or its affiliates, any trade secrets, customer lists, information regarding product development, marketing plans, sales plans, management organization information (including data and other information relating to members of the Board and management), operating policies or manuals, business plans, financial records, or other financial, organizational, commercial, business, sales, marketing, technical, product or employee information relating to the Company or its affiliates or information designated as confidential, proprietary, and/or a trade secret, or any other information relating to the Company or its affiliates that Executive knows from the circumstances, in good faith and good conscience, should be treated as confidential, or any information that the Company or its affiliates may receive belonging to customers, agents or ot...
Confidentiality and Other Covenants. The Executive agrees that:
(a) the Executive shall keep confidential any information, including Trade Secrets, relating to the Company, any Company Affiliate and the Business (unless such disclosure is permitted in writing by the Purchaser, required under law or by order of any governmental or regulatory authority, or relates to information already in the public domain, or is rightfully obtained from a third party without breach of any confidentiality obligation);
(b) all Work Product of the Executive conceived (whether solely or jointly with others) within the scope of the Executive’s employment with the Company belongs to the Company and any and all of the Executive’s rights to such Work Product, to the extent not yet assigned, are hereby assigned to the Company;
(c) upon the termination of the Executive’s employment with the Company, at the request of the Company, the Executive shall return to the Company all of the Company’s proprietary items in the Executive’s possession or under the Executive’s control and shall not retain any copies or other physical embodiment of any of such items; and
(d) upon the termination of the Executive’s employment with the Company, the Executive shall not hold the Executive out as an employee, agent or representative of the Company.
