Confidentiality and Other Obligations Sample Clauses
Confidentiality and Other Obligations. You expressly acknowledge and agree to the following:
(i) That on or before the Separation Date you will return to InVivo all InVivo property (including without limitation, keys, identification cards, computer equipment, computer discs and software, computer access codes, telephones, references guides, company files and documents, company credit cards, institutional manuals, etc.) and documents and any copies thereof (including, without limitation, laboratory notebooks, financial plans, management reports, and other similar documents and information), and that you will abide by any and all common law and/or statutory obligation relating to the protection and non-disclosure of InVivo’s trade secrets and/or confidential and proprietary documents and information;
(ii) That you remain obligated to and will comply with the covenants set forth in the Employee Non-Disclosure and Inventions Agreement previously executed between InVivo and you (a copy of such agreement being attached hereto as Exhibit B), which agreement also is incorporated herein by reference;
(iii) That all information relating in any way to this Agreement, including the terms and amount of financial consideration provided for in this Agreement, shall be held confidential by you and shall not be publicized or disclosed to any person or entity (other than an immediate family member, legal counsel or financial advisor, provided that any such individual to whom disclosure is made agrees to be bound by these confidentiality obligations), except as mandated by law; and
(iv) That you will not make any statements that are professionally or personally disparaging about, or adverse to, the interests of InVivo (including its officers, directors, and employees) including, but not limited to, any statements that disparage any person, product, service, finances, financial condition, capability or any other aspect of the business of InVivo, and that you will not engage in any conduct which is intended to harm professionally or personally the reputation of InVivo (including its officers, directors, and employees).
(v) Notwithstanding the foregoing, nothing in this Agreement or elsewhere (including in the Employee Non-Disclosure and Inventions Agreement attached hereto at Exhibit B) prohibits you from communicating with government agencies about possible violations of federal, state, or local laws or otherwise providing information to government agencies or participating in government agency investigations or p...
Confidentiality and Other Obligations. As part of your employment with the Company, you shall be exposed to, and provided with, valuable confidential and trade secret information concerning the Company and its present and prospective clients. As a result, in order to protect the Company’s legitimate business interests, you understand that your employment by the Company creates a relationship of confidence with respect to confidential and proprietary information belonging to the Company and third parties. In light of the foregoing and as a condition of your employment, you must sign and abide by: (a) the Company’s standard Confidentiality Agreement, and (b) the Company’s standard Noncompetition Agreement (the “Non-Competition Agreement”), and (c) the Company’s standard Waiver of Review Period (the “Waiver”), copies of which are enclosed. As a Company employee, you shall be expected to abide by Company policies and procedures as may be in effect from time to time. You must sign and return the Confidentiality Agreement, Noncompetition Agreement, and Waiver (if applicable) before beginning your employment with the Company.
Confidentiality and Other Obligations. As part of your employment with the Company, you shall be exposed to, and provided with, valuable confidential and trade secret information concerning the Company and its present and prospective clients. As a result, in order to protect the Company’s legitimate business interests, you agree, as a condition of your employment, to enter into the enclosed Employee Non-Competition, Non-Solicitation, Confidentiality and Assignment of Inventions Agreement (the “Confidentiality Agreement”). You must sign and return the Confidentiality Agreement before beginning your employment with the Company.
Confidentiality and Other Obligations. As part of your employment with the Company, you shall be exposed to, and provided with, valuable confidential and trade secret information concerning the Company and its present and prospective clients. As a result, in order to protect the Company’s legitimate business interests, you agree, as a condition of your employment on the terms of this Agreement, to enter into the Employee Non-Competition, Non-Solicitation, Confidentiality and Assignment Agreement (the “Confidentiality Agreement”) attached as Exhibit A hereto. You must sign and return the Confidentiality Agreement in connection with the execution of this Agreement. You acknowledge and agree that the Confidentiality Agreement is being provided to you on the earlier of (a) the date that this formal offer of employment is extended to you and (b) ten (10) business days before the commencement of your employment with the Company and that you have been advised that you have the right to consult with counsel prior to executing such Confidentiality Agreement.
Confidentiality and Other Obligations. As used in this Separation Agreement, “
Confidentiality and Other Obligations. Consultant shall not disclose to any person (other than immediate family members and if necessary, medical or legal advisors) any information regarding the content of this Agreement, except as required by court order or governmental authority, and only after giving the Company at least ten days prior written notice of the proposed disclosure. Consultant acknowledges that the records, information, files, lists, operations data, and other materials of the Company belong exclusively to the Company, and are confidential, and that information regarding the Company's customers or other organizations with which it does business is the exclusive property of the Company and is confidential. Consultant shall not use or disclose any such confidential information for the benefit of himself or another person, and shall treat all such information as confidential unless he has specific prior written authorization from the Company to use or disclose. Consultant reconfirms his obligations and covenants set forth in Sections 4, 5, and 6 of his Employment Agreement dated May 1,1996, with the Company, which is attached as Exhibit A. At the conclusion of the Consulting Term, Consultant shall return to the Company all property of the Company in his possession or under his control, except that Consultant may retain his cell telephone and laptop computer.
Confidentiality and Other Obligations. As part of your employment with the Company, you shall be exposed to, and provided with, valuable confidential and trade secret information concerning the Company and its present and prospective clients. As a result, in order to protect the Company’s legitimate business interests, you have previously entered into the Employee Non-Competition Agreement (the “Non-Competition Agreement”) attached as Exhibit A hereto and the Employee Non-Solicitation, Confidentiality and Assignment of Inventions Agreement (the “Confidentiality Agreement”) attached as Exhibit B hereto. You hereby acknowledge and agree that you continue to be bound by the terms thereof, which are not modified in any way by this Agreement.
Confidentiality and Other Obligations. 3.1. In consideration of the Discloser making Confidential Information available to the Recipient, and of the Recipient incurring time and cost in evaluating such Confidential Information and the Purpose, the Parties agree in the terms of this Agreement.
3.2. The Recipient undertakes to the Discloser that it shall:
3.2.1. keep the Confidential Information secure, secret and confidential;
3.2.2. not use or exploit the Confidential Information in any way except in connection with the Purpose;
3.2.3. not directly or indirectly disclose or make available any Confidential Information in whole or in part to any person except as expressly permitted by, and in accordance with, this Agreement; and
3.2.4. not copy, reduce to writing or otherwise record the Confidential Information except as strictly necessary for the Purpose.
3.3. The Recipient shall maintain security measures to safeguard the Confidential Information and protect it from unauthorised access or use which shall be no less stringent than those which the Recipient applies to protect its own confidential information.
3.4. The Recipient shall promptly notify the Discloser, and provide reasonable details, if any Confidential Information is subject to any actual or threatened (including accidental) disclosure or loss otherwise than in accordance with the terms of this Agreement.
Confidentiality and Other Obligations. By signing this Agreement, you expressly acknowledge and agree to the following:
(a) All keys, documents, records, materials, software, equipment, and any and all other property or materials, whether or not pertaining to confidential information, that have come into your possession or been produced by you in connection with your employment (“Property”) have been and remain the sole property of the Company. You represent you have returned all Property, and any copies thereof, in your possession (including, without limitation, laptop, office badge, supplies, and other materials) to Xxxx Den Besten at the Company before the Leave Period began;
(b) The Company’s confidential information and trade secrets – including without limitation processes, nonpublic patent applications, formulas, know-how, data, improvements, inventions, techniques, marketing and sales plans, forecasts, non-public financial information (including non-public financial statements, sales information and budgets), licenses, prices, costs and employee, customer, patient, vendor and business partner information – belongs exclusively to the Company, and that the confidential information of the Company or of other organizations with which the Company does business remains their exclusive property. You agree you will not use or disclose any such confidential information, whether for your benefit or for the benefit of another, and you will hold and treat such information as confidential information;
(c) You will abide by the terms of the Invention, Non-Disclosure, Non-Competition and Non-Solicitation Agreement attached as Exhibit C, (the “Non-Disclosure Agreement”), and you will abide by any and all common law and/or statutory obligations relating to protection and non-disclosure of the Company’s trade secrets and/or confidential and proprietary documents and information. For clarity, and in accordance with X.X.X. x. 000, § 00X(x)(xxx), under the circumstances of your termination Section 7(a) of the Non-Disclosure Agreement will not be enforced;
(d) Unless as required by law or valid subpoena, You will not make any statements that are professionally or personally disparaging about, or adverse to, the interests of the Company (including its officers, directors, employees and consultants) including, but not limited to, any statements that disparage any person, product, service, finances, financial condition, capability or any other aspect of the business of the Company, and that you will not engage ...
Confidentiality and Other Obligations. In return for the above-described package, the following covenants and conditions, (which include protections and safeguards granted to the Company under the laws of Florida and Delaware):