Confidentiality and Other Obligations Sample Clauses

Confidentiality and Other Obligations. Neither this Fee and Syndication Letter nor any of its terms or substance shall be disclosed, directly or indirectly, to any other person except (a) to your officers, directors, employees, stockholders, partners, members, accountants, attorneys and advisors who are directly involved in the consideration of this matter on a confidential and need-to-know basis, (b) as may be compelled in a judicial or administrative proceeding or as otherwise required by law, regulation, compulsory legal process or as requested by a governmental authority (in which case you agree to the extent reasonably practicable and permitted under applicable law to inform us promptly thereof), (c) in filings with the SEC and other applicable regulatory authorities and stock exchanges, as required by law, (d) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Fee and Syndication Letter or the transactions contemplated thereby or enforcement hereof and thereof, (e) you may disclose the aggregate fee amounts contained in this Fee and Syndication Letter in financial statements or as part of Projections, pro forma information or a generic disclosure of aggregate sources and uses related to fee amounts related to the Transactions to the extent customary or required in offering and marketing materials for the Bridge Facility or in any public filing relating to the Transactions, (f) if the Lead Arranger consents to such disclosure and (g) as required pursuant to the Takeover Code or by the Panel; provided, that with respect to this clause (g), you and the Lead Arranger shall consult prior to such disclosure. BofA will treat as confidential all confidential information provided to it by you or on your behalf hereunder in accordance with the terms set forth in Section 10.07 of the Credit Agreement as in effect on the date hereof, as if (i) such information were “Information” thereunder and (ii) each reference therein to a “Lender” was a reference to BofA; provided that the provisions of this paragraph shall in any event terminate two years from the date hereof. You acknowledge that BofA or its respective affiliates may be providing financing or other services to parties whose interests may conflict with yours. BofA agrees that it will not furnish confidential information obtained from you to any of their other customers and will treat confidential information relating to the Borrower, the Acquired Business and their respective affiliates w...

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. 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. 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 will return all Property, and any copies thereof, in your possession (including, without limitation, office badge, parking pass, and other materials) either directly or in the mailing box(es) provided by Generation Bio to Jasmin Tower at the Company by the close of business on the Separation Date (you may retain possession of your Company laptop and related peripherals for the duration of the Consulting Period); (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 customer, patient, vendor and business partner information – belongs exclusively to the Company, and 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 E, (the “Non-Disclosure Agreement”), except as set forth in Section 4 below, 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;

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. 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 appropriate security measures to safeguard the Confidential Information and protect it from unauthorised access or use which shall be no less stringent that those which the Recipient applies to protect its own confidential information. 3.4. The Recipient shall promptly notify the Discloser (email being sufficient), 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. Isel shall not disclose to any person (other than immediate family members and if necessary, medical or legal advisors) any information regarding the existence or 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. Isel shall refer to the Company’s Chief Financial Officer any inquiries regarding the circumstances of his employment separation. Isel 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. Isel 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. Isel reconfirms his obligations and covenants set forth in Sections 4, 5, and 6 of his Employment Agreement dated July 23, 1996, with the Company, which is attached as Exhibit A, and confirms that his employee non-solicitation obligation in that agreement extends to any company engaged in a medical device manufacture or supply business. The Company will consider any request of Isel for permission to contact one its employees regarding a job opportunity.