Confidentiality and Restrictions. With respect to the information disclosed pursuant to Section 7.4(a), Section 7.4(b) and Section 7.4(c), the Parties shall comply with, and shall cause their respective Representatives to comply with, all of their respective obligations under the NDA or any similar agreement entered into between the Company and any Person to whom the Company, any Company Subsidiary or any Company Representative provides information pursuant to this Section 7.4. The NDA shall continue in full force and effect in accordance with its terms until the earlier of the Acceptance Time or the expiration of the NDA according to its terms.
Confidentiality and Restrictions. (a) Executive hereby recognizes that the value of the Confidential Information, as defined below, of the Company and the Confidential Information to be disclosed to Executive by the Company and its affiliates in the course of Executive’s employment with the Company is attributable substantially to the fact that such Confidential Information has been and continues to be maintained by the Company, its affiliates, and their respective licensors, suppliers, contractors, customers, and prospects in the strictest confidentiality and secrecy and is unavailable to others without the expenditure of substantial time, effort or money. Executive, therefore, covenants and agrees to keep strictly secret and confidential the Confidential Information in accordance with the following provisions of this Section 7(a). Executive covenants and agrees that, during the term of this Employment Agreement, and at all times thereafter, Executive shall safeguard the Confidential Information, and Executive shall not, directly or indirectly, use or disclose any such Confidential Information except as required in the course of Executive’s employment with the Company. In implementation of the foregoing, Executive shall not disclose any of the Confidential Information to any employee or consultant except to the extent that such disclosure is necessary for the effective performance of such employee’s or consultant’s responsibilities to the Company. The obligations undertaken by Executive pursuant to this Section 7(a) shall not apply to any Confidential Information which hereafter shall become published or otherwise generally available to the public, except in consequence of a willful act or omission by Executive in contravention of the obligations hereinabove set forth in this Section 7(a), and such obligations shall, as so limited, survive expiration or termination of this Employment Agreement. As used in this Section 7, “Confidential Information” means all information not in the public domain relating to the business of the Company, its affiliates, and their respective customers, prospects, licensors, suppliers and contractors, and the designs, products and programs developed and/or commercialized by any of the foregoing, including, without limitation, information relating to inventions, ideas, designs, discoveries, know-how, methods, research, engineering, data, databases, operations, techniques, software, software codes, customer lists, prospect lists and other trade secrets.
(b) On th...
Confidentiality and Restrictions. In consideration for the payments due to you under this Agreement, you agree to enter into the confidentiality obligations and restrictions in Schedule 1 to protect the legitimate interests of the Company and any other Group Company.
Confidentiality and Restrictions. 5.1 Neither during the continuance of the Appointment, other than in the proper course of its duties and for the benefit of the Company, nor after the termination date of the appointment for any reason whatsoever, shall the Consultant nor Mr/Mrs [ ]:
(a) use, disclose or communicate to any person any Confidential Information which he/she shall have come to know or have received or obtained at any time (before or after the date of this Agreement) by reason of or in connection with its and his/her service with the Company; or
(b) copy or reproduce in any form or by or on any media or device save as reasonably necessary or allow others access to or to copy or reproduce Documents containing or referring to Confidential Information.
5.2 The Consultant acknowledges that all Documents containing or referring to Confidential Information at any time in his control or possession are and shall at all times remain the absolute property of the Company and the Consultant undertakes, both during the Appointment and after the termination of the Appointment:-.
(a) to exercise due care and diligence to avoid any unauthorised publication, disclosure or use of Confidential Information and any Documents containing or referring to it;
(b) at the direction of the Board, on or following the termination of this Agreement to deliver up any Confidential Information (including all copies of all Documents whether or not lawfully made or obtained) or to delete Confidential Information from any re-usable medium; and
(c) to do such things and sign such documents at the expense of the Company as shall be reasonably necessary to give effect to this Clause and/or to provide evidence that it has been complied with.
5.3 The restrictions in Clause 5.1:
(a) will not restrict the Consultant from disclosing (but only to the proper recipient) any Confidential Information which the Consultant is required to disclose by law or any order of the court or any relevant regulatory body, provided that the Consultant shall in so far as practicable give prior written notice to the Company of the requirement and of the information to be disclosed and insofar as it is practicable allow the Company an opportunity to comment on the requirement before making the disclosure; and
(b) will not apply to Confidential Information which is or which comes into the public domain otherwise than as a result of an unauthorised disclosure by the Consultant.
5.4 The Consultant agrees that the restrictions set out in this Clau...
Confidentiality and Restrictions. With respect to any information (i) disclosed or provided by the Company or any Company Representative to Parent, Buyer or any Parent Representative, and (ii) disclosed or provided by Parent or any Parent Representative to the Company or any Company Representative pursuant to, or in accordance with, this Agreement, the Parties shall comply with, and shall cause the Parent Representatives and the Company Representatives, respectively, to comply with, that certain confidentiality letter agreement, dated as of October 2, 2007, between the Company and Parent (as such agreement may be amended from time to time, the “Confidentiality Agreement”). The Confidentiality Agreement shall survive any termination of this Agreement.
Confidentiality and Restrictions. With respect to the information disclosed pursuant to Section 7.4(a), the Parties shall comply with, and shall cause their respective Representatives to comply with, all of their respective obligations under the Confidentiality Agreement or any similar agreement entered into between the Company and any Person to whom the Company, any Company Subsidiary or any Company Representative provides information pursuant to this Section 7.4. The Confidentiality Agreement shall continue in full force and effect in accordance with its terms until the earlier of the Acceptance Time or the expiration of the Confidentiality Agreement according to its terms.
Confidentiality and Restrictions. With respect to the information disclosed pursuant to Section 7.2(a), the Parties shall comply with, and shall cause the Company Representatives (in the case of the Company) and the Parent Representatives (in the case of the Parent or Merger Sub) to comply with, all of their respective obligations under the agreement, dated June 14, 2013, between the Company and Parent (as such agreement may be amended from time to time, the "NDA") or any similar agreement entered into between the Company and any Person to whom the Company, the Company Subsidiary or any Company Representative provides information pursuant to this Section 7.2, it being understood and agreed by the Parties that, notwithstanding Section 7.2(a), (i) the Company, the Company Subsidiary and the Company Representatives shall have no obligation to furnish, or provide any access to, any information to any Person not a party to the NDA or any similar agreement with respect to such information, (ii) Section 7.2(a) shall not require the Company to take or allow actions that would unreasonably interfere with the Company's or the Company Subsidiary's operation of its business, and (iii) the Company shall not be required to provide access to or furnish any information if to do so would contravene any agreement to which the Company or the Company Subsidiary is party, or violate any applicable Law, or where such access to information may involve the waiver of a disclosure of privilege.
Confidentiality and Restrictions. All information disclosed or provided by the Company, any Company Subsidiary or any Company Representative to any member of the Parent Group or any Parent Representative pursuant to, or in accordance with, this Agreement shall be kept confidential in accordance with that certain confidentiality letter agreement, dated as of March 9, 2010, between the Company and Parent (as such agreement may be amended from time to time, the “Confidentiality Agreement”). The Confidentiality Agreement shall continue in full force and effect in accordance with its terms until the earlier of (i) the Effective Time or (ii) the expiration of the Confidentiality Agreement according to its terms and shall survive any termination of this Agreement.
Confidentiality and Restrictions. 12.1 In consideration for the payments and other benefits due to you under this Contract, you agree to enter into the restrictions in Schedule 1 to protect the legitimate interests of the Company and any other Group Company.
12.2 You agree that if you receive any offer of employment or any other work during your Employment (including any Garden Leave Period) or at any time during the Restricted Period, you will give to the person offering you the employment or engagement a copy of this clause 12 and Schedule 1.
Confidentiality and Restrictions. 12.1 The Executive shall not (except in the proper course of his duties) during the period of employment under this agreement or subsequently, without the prior consent in writing of the Board, divulge to any person or otherwise make use of Confidential Information and shall, during the period of this agreement, use his best endeavours to prevent the publication or disclosure of any Confidential Information.
